AGM Notice and Proxy Form

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Market Act 2000 immediately. If you have sold or transferred all your ordinary shares in First Sentinel plc you should pass this document to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Annual General Meeting of First Sentinel plc will be held at: 72 Charlotte Street, London, W1T 4QQ, United Kingdom

On:

Tuesday, 30 June 2020, commencing at 3.00pm.

Notice of the Annual General Meeting 2020 of First Sentinel plc

CHAIRMAN’S LETTER

72 Charlotte Street London

W1T 4QQ

5 June 2020

Dear shareholder

Notice of Annual General Meeting 2020

I am pleased to be writing to you with details of our annual general meeting (“AGM”) which we are holding at our offices at 72 Charlotte Street, London, W1T 4QQ on Tuesday, 30 June at 3.00pm (London time).

Due to the ongoing impact of the COVID-19 pandemic and related public health guidance, we strongly encourage shareholders to submit their Forms of Proxy, to ensure they can vote and be represented at the Annual General Meeting, without the need to attend in person. Given the current restrictions on attendance, shareholders are encouraged to appoint the chairman of the meeting as their proxy rather than a named person who might not be permitted to attend the meeting. Please note that the current restrictions mean that no more than 2 people are allowed to attend the meeting in person, and accordingly the chairman is able to restrict access to people in excess of 2.

The formal notice of AGM is set out at the end of this document. The purpose of this circular is to provide you with an explanation of the resolutions to be proposed at the AGM and of the action you should take in order to register your vote.

The AGM is an opportunity for shareholders to express their views directly to the Board of Directors of First Sentinel plc. If you cannot attend, but would like to raise any points or attend virtually, please send your comments and/or details to me at Brian@first-sentinel.com and we will take them into account in planning the meeting.

At the AGM, we will be discussing our performance in 2019, and beginning of 2020, and our strategy. Full details of the year in review are set out in the FS Annual Report which will published on our website in due course.

Your Directors are of the opinion that all resolutions which are to be proposed at the AGM are in the best interests of the Company and its shareholders and therefore unanimously recommend that you vote in favour of the resolutions.

The Directors would like to take this opportunity to thank our shareholders for their continued support and wish them well during these exceptional times. We look forward to returning to full shareholder engagement as soon as reasonably possible.

Brian Stockbridge

Chairman & CEO

NOTICE OF MEETING AND RESOLUTIONS TO BE PROPOSED

NOTICE IS HEREBY GIVEN that the 3rd ANNUAL GENERAL MEETING of First Sentinel Plc (“First Sentinel”, or the “Company”) will be held at 3.00pm on Tuesday, 30 June 2020 at our offices at 72 Charlotte Street, London, W1T 4QQ to consider and, if thought fit, to pass Resolutions 1 to 6 as ordinary resolutions. Voting on all resolutions will be by way of a poll.

The Board considers that Resolutions 1 to 6 are in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of these resolutions.

Resolution 1

Report and Accounts

To receive the annual report and accounts for the year ended 31 December 2019.

Resolution 2

Directors’ remuneration report

To approve the Directors’ remuneration report in the form set out in the Company’s annual report and accounts for the year ended 31 December 2019.

Directors’ Re-election

Resolution 3

Re-election of Brian Stockbridge as a Director.

See biography on page 4

Resolution 4

Re-election of Aimee Ayn Freeding as a Director.

See biography on pages 4-5

Resolution 5

Auditor’s Appointment

To appoint MAH Professional Services Limited as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

Resolution 6

Auditor’s Remuneration

To authorise the Audit Committee to determine the Auditor’s remuneration.

By order of the Board

First Sentinel Advisory Limited Company secretary

5 June 2020

Registered Office 72 Charlotte Street London W1T 4QQ

EXPLANATION OF THE AGM RESOLUTION

Resolutions 1 to 6 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

The following paragraphs explain, in summary, the Resolutions to be proposed at the AGM as ordinary resolutions:

Reports and Accounts (Resolution 1)

The board of directors will present their report and the accounts for the year ended 31 December 2019, as contained in the FS Annual Report.

Directors’ Remuneration Report (Resolution 2)

The Directors’ remuneration report, which is in the FS Annual Report, gives details of the Directors’ remuneration for the year ended 31 December 2019. The report includes a statement from the Remuneration Committee’s chair, the components of the executive directors’ remuneration and the non-executive directors’ fees. In accordance with the relevant regulations, this resolution is an advisory vote and the Directors’ entitlement to remuneration is not conditional upon it. The resolution and vote are a means of providing shareholder feedback to the Board.

Re-election of Directors (Resolutions 3 and 4)

In accordance with the Company’s articles of association, at each annual general meeting of the Company, one-third of the Directors shall retire from office by rotation and accordingly, Brian Stockbridge and Aimee Freeding are retiring and seek re-election at the AGM. The Board as a whole provides the Company with the necessary combination, at this stage of its development, of corporate finance knowledge, investment and acquisition experience that is key to the successful execution of the Company’s investing policy, and therefore both Directors are recommended by the Board for re- election.

Resolution 3

Re-election of Brian Stockbridge as a Director

Brian Stockbridge was first appointed at the incorporation of the Company, on 17 May 2016, as Chairman and Chief Executive Officer of the Company.

Brian Stockbridge is an investment banker and investor, based in London. He has held senior positions with several well-respected City firms, including Grant Thornton, Noble & Company and Allenby Capital. In 2012, Brian opened the London office of the independent investment banking operation Zeus Capital. As a regulator at the Panel on Takeovers & Mergers, he was the primary case officer for over 150 transactions valued up to and over £1bn. Brian is experienced primarily in raising funds for companies, is an active investor and is a former Qualified Executive for the purposes of AIM. Brian was Finance Director of Rangers International Football Club plc and its subsidiaries from December 2012 to January 2014. In 2014, Brian set up International Financial Strategic Associates (IFSA), a boutique financial advisory and investment company offering assistance to directors and shareholders of small and medium sized companies with principal investment, fundraising and mergers and acquisitions. His responsibilities have included setting the overall strategic direction of the Company and its investment strategy, identifying and negotiating the acquisition of Perennial Enterprise PTY Ltd. and leading the fundraising initiatives of the Company. Brian Stockbridge also set up and runs First Sentinel Corporate Finance and First Sentinel Investments.

Resolution 4

Re-election of Aimee Ayn Freeding as a Director

Aimee Ayn Freeding was first appointed on 15 March 2017, as an executive director.

Aimee has over 20 years’ experience in the technology sector holding lead User Experience (UX) and Product positions for XBOX, Expedia, Microsoft, Oracle and the Chicago Tribune. Her work at XBOX won a BAFTA and she has been nominated for another. She has led teams for several FTSE 100 IT firms across the globe. More recently, Aimee has assisted in the financing and floating of a number of small cap businesses on junior stock markets in London. With Distinction, Aimee achieved a Master’s of Science in Human Computer Interaction from the DePaul University School of Computer Science in Chicago. She graduated Summa Cum Laude from Bradley University with degrees in Design and Advertising. Aimee provides valuable insight into investment opportunities in the technology sector and leads the Company’s branding and marketing strategy.

Auditor’s Appointment and Remuneration (Resolutions 5 and 6)

Resolution 5 proposes the appointment of MAH Professional Services Limited as Auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company, which will normally be at each AGM. The Board recommends the appointment of MAH Professional Services Limited.

Resolution 6 proposes that the Audit Committee be authorised to determine the Auditor’s remuneration in accordance with the Competition and Markets Authority Audit Order 2014 which came into force on 1 January 2015.

MEETING FORMALITIES AND VOTING

Entitlement to attend and vote

Only those holders of ordinary shares registered in the Company’s register of members at 6.00 pm on 28 June 2020; or if this meeting is adjourned, at 6.00 pm on the day two days prior to the adjourned meeting, shall be entitled to attend, speak and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

The total number of issued ordinary shares in the Company on 4 June 2020, which is the latest practicable date before the publication of this document is 26,324,316. As at 4 June 2020, the Company did not hold any shares in treasury. Therefore, the total number of votes exercisable as at 4 June 2020 is 26,324,316.

Voting

We will take all resolutions on a poll vote which is in line with best practice. On a poll vote every member who is present in person or by proxy has one vote for every ordinary share of which they are the holder.

Website giving information regarding the meeting

Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at https://first-sentinel.com/news/ .

As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and also placed on the Company’s website.

Attending in person

Shareholders are encouraged to submit their Forms of Proxy, to ensure they can vote and be represented at the Annual General Meeting, without the need to attend in person. Attendance in person will be subject to compliance with applicable public health guidelines relating to the ongoing COVID-19 pandemic. If attendance in person is permitted, mobile phones shall not be used and cameras and recording equipment are not allowed in the meeting room.

Corporate representatives

A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.

Appointment of proxies

Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM.

A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that shareholder. A proxy need not be a shareholder of the Company.

A form of proxy which may be used to make such appointment and give proxy instructions accompanies this Notice.

The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, then the proxy is deemed to be authorised for the whole of the shareholder’s holding (or in the case of a shareholder with designated accounts, the whole of the holding in the designated account).

Your proxy must vote as you instruct and must attend the Meeting for your vote to be counted.

If a proxy is not directed how to vote on an item of business the proxy may vote, or abstain from voting, as they think fit. A proxy shall have authority to demand or join in demanding a poll at the Meeting.

Should any resolution, other than those specified in this Notice of Meeting, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

Completed Proxy Forms should be sent to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD.

To be effective, proxy forms must be received by Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD by 3.00pm (UK time) on 28 June 2020.

Proxy forms received after this time will be invalid.

The Proxy Form must be signed by the shareholder or the shareholder’s attorney. A Proxy Form must be completed by, or on behalf of, the shareholder making the appointment. A corporation may execute a Proxy Form either under its common seal or under the hand of a duly authorised officer(s). Where the appointment of a proxy is signed by the appointer’s attorney, a certified copy of the power of attorney, or the power itself, must be received by Neville Registrars Limited (as appropriate) by 3.00pm, 28 June 2020.

If you do not have a form of proxy and believe that you should have one, or if you require additional forms, please contact our Registrar, Neville Registrars Limited, by calling the helpline on 0121 585 1131. Lines are open Monday to Friday, 09:00 to 17:00 (excluding UK public holidays).

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).

Shareholders who return a Proxy Form will still be able to attend the AGM and vote in person if they so wish. If you attend the AGM in person and vote, then your proxy appointment

will automatically be terminated.

Nominated Person

If you are not a shareholder but enjoy “information rights” you should contact the person who nominated you to receive these rights to see if the agreement you have with them gives you the right to be appointed as a proxy. If you do not have this right, or do not wish to exercise it, you may still have the right to tell the person who nominated you how you would like them to vote.

The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the 2006 Act (Nominated Persons). Nominated Persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Appointment of proxies through CREST

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting 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.

For a proxy appointment or instructions 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 (EUI) specifications and must contain the information required for such instructions, 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 Neville Registrars Limited (ID: 7RA11) no later than 3.00pm on 28 June 2020, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’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.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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(s), to procure that his/her 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 service 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.

Appointment of proxies electronically

As an alternative to completing the hard copy form of proxy, you can appoint a proxy electronically online at www.sharegateway.co.uk and completing the authentication requirements as set out on the form of proxy. For an electronic proxy appointment to be valid, your appointment must be received by Neville Registrars Limited,

Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD by 3.00pm (UK time) on 28 June 2020.

Changing proxy instructions

Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time 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 Neville Registrars Limited.

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.

Questions at the meeting

Any member attending the meeting has the right to ask questions. The Company must answer any question you ask relating to the business being dealt with at the meeting unless:

  • Answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information.
  • The answer has already been given on a website in the form of an answer to a question.
  • It is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Shareholder requests

Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual reports and accounts were laid in accordance with section

437 of the Act.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must CONTACT DETAILS

forward the statement to the Company’s auditor no later than the time when it makes the statement available on the website. The business that may be dealt with at the meeting includes any statement that the Company has been required to publish on a website under section 527 of the Act.

Company’s registered office 72 Charlotte Street London W1T 4QQ

+44 (0) 207 183 7405

info@first-sentinel.com

Company Secretary First Sentinel Advisory Limited 72 Charlotte Street

London W1T 4QQ

+44 (0) 207 183 7401

Website www.first-sentinel.com

AQSE Corporate Adviser Beaumont Cornish Limited

29 Wilson Street, London EC2M 2SJ

Reporting Accountants and auditors to the Company

MAH Professional Services Limited 2nd Floor, 154 Bishopsgate

London EC2M 4LN

+44 (0) 207 100 3610

Registrars Neville Registrars Limited

Neville House, Steelpark Road, Halesowen West Midlands, B62 8HD

+44 (0) 121 585 1131

+44 (0) 121 585 1132

NOTES TO THE FORM OF PROXY

  1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM.
  2. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that shareholder. A proxy need not be a shareholder of the Company.
  3. A form of proxy which may be used to make such appointment and give proxy instructions accompanies this Notice.
  4. The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, then the proxy is deemed to be authorised for the whole of the shareholder’s holding (or in the case of a shareholder with designated accounts, the whole of the holding in the designated account).
  5. Your proxy must vote as you instruct and must attend the Meeting for your vote to be counted.
  6. If a proxy is not directed how to vote on an item of business the proxy may vote, or abstain from voting, as they think fit. A proxy shall have authority to demand or join in demanding a poll at the Meeting.
  7. Should any resolution, other than those specified in this Notice of Meeting, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
  8. If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
  9. Completed Proxy Forms should be sent to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD.
  10. To be effective, proxy forms must be received by Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD by 3:00 p.m. (UK time) on 28 June 2020.
  11. Proxy forms received after this time will be invalid.
  12. The Proxy Form must be signed by the shareholder or the shareholder’s attorney. A Proxy Form must be completed by, or on behalf of, the shareholder making the appointment. A corporation may execute a Proxy Form either under its common seal or under the hand of a duly authorised officer(s). Where the appointment of a proxy is signed by the appointer’s attorney, a certified copy of the power of attorney, or the power itself, must be received by Neville Registrars Limited (as appropriate) by 3:00 p.m. on 28 June 2020.
  13. 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).
  14. Shareholders who return a Proxy Form will still be able to attend the AGM and vote in person if they so wish. If you attend the AGM in person and vote, then your proxy appointment will automatically be terminated.
  15. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Neville Registrars Limited (CREST ID: 7RA11) by 3:00 p.m. (UK time) on 28 June 2020. See the notes to the Notice of Meeting for further information on proxy appointments through CREST.
  16. As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically with Neville Registrars Limited at www.sharegateway.co.uk and completing the authentication requirements including thev personal proxy registration code as shown on the proxy form. For an electronic proxy appointment to be valid, your appointment must be received by Neville Registrars Limited no later than 3:00 p.m. 28 June 2020.

PLEASE NOTE THAT THE NOTES ABOVE SET OUT THE NORMAL MEETING ATTENDANCE AND PROXY APPOINTMENT RIGHTS OF MEMBERS AS SET OUT IN THE ACT OR THE ARTICLES. HOWEVER, DEPENDING ON THE PUBLIC HEALTH POLICIES IN EFFECT ON THE DATE OF THE ANNUAL GENERAL MEETING, ATTENDANCE TO THE MEETING MIGHT BE RESTRICTED. THEREFORE, WE STRONGLY ENCOURAGE YOU TO APPOINT THE CHAIRMAN OF THE ANNUAL GENERAL MEETING AS YOUR PROXY AND THAT YOU AVOID ATTENDING THE ANNUAL GENERAL MEETING IN PERSON.

Please complete and return this Form of Proxy to the Registrar at the address shown overleaf. If you wish to use an envelope, please address it to ‘FREEPOST NEVILLE’. If it is posted outside the United Kingdom, please return it in an envelope using the address shown overleaf and pay the appropriate postage charge.

FIRST SENTINEL PLC

(Registered in England and Wales with Company no. 10183367)

FORM OF PROXY

I⧸We being (a) member(s) of the Company and entitled to vote at the Annual General Meeting, hereby appoint

(Please only complete if appointing someone other than the Chairman of the Meeting)

or failing him⧸her, the Chairman of the Meeting as my⧸our proxy, to attend, speak and vote for me⧸us and on my⧸our behalf at the Annual General Meeting of the Company, to be held on 30 June 2020 at 72 Charlotte Street, London, W1T 4QQ at 3:00 p.m. and at any adjournment thereof.

Ordinary Resolutions

  1. To receive the annual report and accounts for the year ended 31 December 2019
  1. To approve the Directors’ remuneration report in the form set out in the Company’s annual report and accounts for the year ended 31 December 2019
  2. To re-elect Brian Stockbridge as a Director
  1. To re-elect Aimee Ayn Freeding as a Director
  1. To appoint MAH Professional Services Limited as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company
  2. To authorise the Audit Committee to determine the Auditor’s remuneration

Your personal proxy registration code is: ABCD-123-EFG