Sutton Harbour : 2022 – Notice of AGM (111 kB)

SUTTON HARBOUR GROUP PLC

(Registered in England No: 2425189)

NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

The annual general meeting will be held in a hybrid format, but predominantly on a virtual basis through video conferencing software. Shareholders are able to join the annual general meeting virtually or vote by proxy by following the instructions in the Notes to the annual general meeting.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your shares in Sutton Harbour Group PLC, please send this document, and the accompanying form of proxy, at once to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

NOTICE is hereby given that the ANNUAL GENERAL MEETING of SUTTON HARBOUR GROUP PLC (the "Company") will be held at the Company's Registered Office on WEDNESDAY 14th SEPTEMBER 2022 AT 9.00 A.M. for the purpose of considering and, if thought fit, passing the following resolutions of which Resolutions 1 to 5 inclusive will be proposed as ordinary resolutions and Resolution 6 will be proposed as a special resolution.

ORDINARY RESOLUTIONS

• TO RECEIVE the Company's annual accounts for the financial year ended 31st March 2022 together with the Directors' report and the Auditor's report on those accounts.

• TO RE-ELECT Philip H. Beinhaker as a Director who retires by rotation.
  3 TO RE-ELECT Graham S. Miller as a Director who retires by rotation.

• TO APPOINT PKF Francis Clark as auditors to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company and to authorise the Directors to determine their remuneration.

• THAT the Directors be and they are hereby generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of "relevant securities") up to an aggregate nominal amount of £129,944.07, in each case for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) 15 months after the date of the passing of this resolution or at the conclusion of the next annual general meeting of the Company following the passing of this resolution, whichever occurs first, provided that the Company may before such expiry, variation or revocation make an offer or agreement which would or might require such relevant securities to be allotted after such expiry, variation or revocation and the Directors may allot relevant securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired or been varied or revoked. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot relevant securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

SPECIAL RESOLUTIONS

• THAT, conditional upon Resolution 5 being passed, the Directors be and are hereby empowered pursuant to the Articles and section 570 of the 2006 Act, to allot equity securities (as defined by section 560 of the 2006 Act) for cash pursuant to the authority conferred by Resolution 5 above as if section 561 of the 2006 Act did not apply to any such allotments. Such power shall, subject to the continuance of the authority conferred by Resolution 5, expire 15 months after the passing of this resolution or at the conclusion of the next annual

29314/1/29112966_2

1 OF 8

general meeting of the Company following the passing of this resolution, whichever occurs first, but may be previously revoked or varied from time to time by special resolution but so that the Company may before such expiry, revocation or variation make an offer or agreement which would or might require equity securities to be allotted after such expiry, revocation or variation and the Directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired or been revoked or varied. This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561 of the 2006 Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.

By Order of the Board	Registered Office
NATASHA GADSDON	Sutton Harbour Group PLC
Company Secretary	Sutton Harbour Office
19 August 2022	Guy's Quay
Sutton Harbour
	Plymouth PL4 0ES

29314/1/29112966_2

1 OF 8

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

RESOLUTIONS

The directors believe that these resolutions are in the best interests of shareholders as a whole and therefore recommend that members should vote in favour of them.

ORDINARY RESOLUTIONS

Resolutions 1 to 5 are Ordinary Resolutions, each of which will be passed if more than 50% of the votes cast are in favour.

Resolution 1: Annual Report and Accounts

A copy of the Annual Report and Accounts has been sent to each shareholder. The document can also be found online at www.suttonharbourgroup.com

Resolution 2: Philip H. Beinhaker standing for re-election

Aged 81. Appointed Non-Executive Director and Chairman on 22 January 2018 following the 'Partial Offer and Acceptance' which precipitated a change in control of the Group whereby FB Investors LLP acquired a controlling interest in the Group's shares and appointed Executive Chairman in April 2018. Philip is a Director and the Chairman of Beinhaker Design Services Limited, which is a member of FB Investors LLP. He is also a member of the Audit Committee. Philip served as co-founding partner and Chief Executive Officer of IBI Group, a world-leading firm in architecture, engineering and project management from its formation in 1974 until 2013, continuing as a Senior Director of the IBI Group Management Partnership.

Resolution 3: Graham S. Miller standing for re-election

Aged 59. Appointed Non-Executive Director and Chairman on 23 September 2013, stepping down from the Chairman role on 22 January 2018. He was appointed Chairman of the Audit Committee in November 2013 because the Board of Directors considered him best placed to chair the Audit Committee. He is also a member of the Remuneration Committee. He has a strong background in private equity, having held senior and director positions at Murray Johnstone Private Equity and 3i plc. Graham currently holds a number of other directorships

Resolution 4: Auditors

The Board recommends that they appoint PKF Francis Clark to provide audit services and that the Directors be authorised to determine their remuneration.

Resolution 5: Directors' authority to issue new shares

Resolution 5 is an ordinary resolution to authorise the Directors under section 551 of the 2006 Act to issue and allot shares up to an aggregate nominal amount of £129,944.07. The 2006 Act requires that the authority of Directors to allot shares and to make offers or agreements to allot shares in the Company or grant rights to subscribe for or convert any security into shares (the "relevant securities") should be subject to the approval of Shareholders in a general meeting or to an authority set out in the Articles. Accordingly, Resolution 5 will be proposed to authorise the Directors to allot and issue up to 12,994,407 Ordinary Shares (approximately 10 per cent. of the share capital enlarged by such allotment and issue). This authority supersedes all existing authorities under section 551 of the 2006 Act and will expire on the earlier of 15 months after the date of the passing of this resolution or on the conclusion of the Company's next annual general meeting.

SPECIAL RESOLUTIONS

Resolutions 6 is a special resolution and will be passed if more than 75% of the votes cast are in favour.

Resolution 6: Allotment of Ordinary Shares - Disapplication of Pre-emption Rights

Resolution 6, which is conditional on the passing of Resolution 5, is a special resolution to disapply the statutory pre-emption rights under section 571 of the 2006 Act in respect of equity securities (as defined in section 560 of the 2006 Act). The 2006 Act requires that any equity securities issued wholly for cash must be offered to existing Shareholders in proportion to their existing shareholdings unless

29314/1/29112966_2

1 OF 8

otherwise approved by Shareholders in a general meeting or accepted under the Company's articles of association.

ENTITLEMENT TO ATTEND AND VOTE AT THE AGM

To be entitled to attend and vote at the annual general meeting (and for the purpose of the determination by the Company of the votes they may cast), members must be registered in the register of members of the Company at close of business on Friday 9th September 2022 (or, in the event of any adjournment, 48 hours before the time of the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the right of any person to attend and vote at the annual general meeting.

Website giving information regarding the meeting

Information regarding the annual general meeting, including the specified information required by section 311A of the 2006 Act, is available from the Company's website www.suttonharbourgroup.com.

Appointment of proxies

Members of the Company are entitled to appoint a proxy to exercise all or any of their rights to attend (virtually, in this instance) and to speak and vote at a meeting of the Company. A proxy does not need to be a member of the Company but must virtually attend the annual general meeting to represent you. A member may appoint more than one proxy in relation to the annual general meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that annual general meeting.

A proxy form which may be used to make such appointment and give proxy directions accompanies this notice. If you do not receive a proxy form and believe that you should have one, or if you require additional proxy forms in order to appoint more than one proxy, please contact the Company's registrars: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.

To be valid, any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE no later than 9.00 am on Monday 12th September 2022, or in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day that is not a working day).

Shareholders may vote electronically, by no later than 9.00 am on Thursday 12th September 2022, by visiting www.investorcentre.co.uk/eproxy. You will be asked to enter the Shareholder Reference Number (SRN), Control Number and PIN shown on your proxy card and agree to certain terms and conditions. CREST shareholders may lodge their proxy via the CREST system.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed a service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent, Computershare Investor Services PLC (ID 3RA50), by 9.00 am on Monday 12th September 2022 (or, in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day that is not a working day)). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

29314/1/29112966_2

1 OF 8

CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

The cut-off time for the duly completed and signed appointment of proxies and for changing proxy instructions is 9 a.m. on Monday 12th September 2022, however, the return of a completed proxy form will not preclude a member from attending the annual general meeting (virtually, in this instance) and voting in person if he or she wishes to do so, to the exclusion of any proxy previously appointed.

The proxy notice can be delivered in hard copy to the Company's registrars or in electronic form to [e-mail], but must be delivered not less than 48 hours before the annual general meeting is due to begin. The login details to attend the annual general meeting virtually are only available upon application by email to [e-mail] with the cut off for applications at 9.00 a.m. on Monday 12th September 2022. The appointed proxy will then be provided with login details to virtually attend the annual general meeting in accordance with the "Special measures in relation to the prevention of the spread of Covid-19" guidelines below.

Appointment of proxy using hard copy proxy form

The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

In the case of a member which is a company ("corporate member"), the proxy form must be executed under its common seal or signed on its behalf by an officer of the corporate member or an attorney for the corporate member.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Changing proxy instructions

To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after 9 a.m. on Monday 12th September 2022 will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact the Company's registrars: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company at Sutton Harbour Office, Guy's Quay, Sutton Harbour, Plymouth PL4 0ES. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

In either case, the revocation notice must be received by the Company at the registered office above by no later than 9.00 a.m. on Monday 12th September 2022.

29314/1/29112966_2

1 OF 8