WANdisco : Notice of Meeting

Notice of Annual General Meeting

(Registered in Jersey under the Companies (Jersey) Law 1991 with Company number 110497) (the "Company")

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all your ordinary shares in WANdisco plc, you should pass this document and the accompanying form of proxy to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Notice of Annual General Meeting

Directors:	Registered office:
Ken Lever (Interim Non-executive Chair)	47 Esplanade, St. Helier, Jersey JE1 0BD
Stephen Kelly
Ijoma Maluza
Peter Lees
Xenia Walters
Chris Baker
3 August 2023
To the holders of ordinary shares
Dear Shareholder,

2023 Annual General Meeting

The 2023 Annual General Meeting of the Company ("AGM") is to be held at the offices of Brown Rudnick LLP at 8 Clifford Street, London W1S 2LQ at 10.00 a.m. BST on 30 August 2023.

The Notice convening the AGM is enclosed and I am writing to give you more information about the resolutions to be considered at the AGM.

A copy of the 2022 Annual Report and Accounts has already been provided to you, which contains the financial statements for the year ended 31 December 2022. A resolution relating to the financial statements is included in the ordinary business of the AGM.

Resolutions 1, 8 and 9 deal with the ordinary business that normally takes place at the AGM and require no explanation. The information set out below explains the reasons for resolutions 2 to 7 and 10 to 14.

Resolutions 2-7 - Re-election of Directors

In accordance with Article 27.7 of the Company's Articles of Association, a Director appointed to the Board shall hold office only until the next following AGM. Accordingly, Ken Lever, Peter Lees, Stephen Kelly, Ijoma Maluza, Xenia Walters and Chris Baker will retire and stand for re-election at the AGM.

Resolution 10 - Authority to allot shares

Generally, the Directors may only allot shares in the Company (or grant rights to subscribe for, or convert any security into, shares in the Company) if they have been authorised to do so by shareholders.

Resolution 10 renews a similar authority given at last year's AGM.

If passed, resolution 10 will authorise the Directors to allot ordinary shares in the Company (and to grant rights to subscribe for, or convert any security into, ordinary shares in the Company) up to an aggregate nominal amount of £ 3,824,169. This amount represents approximately one-third of the issued ordinary share capital of the Company as at 2 August 2023, being the last practicable date before the publication of this document.

If given, the authority will expire on the earlier of the date which is 15 months after the date the resolution was passed and the conclusion of the next AGM of the Company. It is the Directors' intention to renew the allotment authority each year.

Resolution 11 - Approval of treasury shares

Resolution 11, if passed, will allow the Company to hold any shares in the capital of the Company that it purchases, pursuant to resolution 13, as treasury shares.

Resolution 12 - Disapplication of pre-emption rights

Generally, if the Directors wish to allot new shares or other equity securities for cash or sell treasury shares for cash, then they must first offer such shares or securities to shareholders in proportion to their existing holdings. These statutory pre-emption rights may be disapplied by shareholders.

Resolution 12, which will be proposed as a special resolution, renews a similar power given at last year's AGM and, if passed, will enable the Directors to allot, grant options over, or otherwise dispose of equity securities for cash or sell treasury shares for cash as if pre-emption rights did not apply to such allotment, but this power shall be limited to:

• WANdisco plc
  Notice of Meeting 2023

1. the allotment of equity securities in connection with a rights issue, open offer or pre-emptive offer to holders on the register of the ordinary shares in the capital of the Company ("ordinary shares") on a date fixed by the Directors where the equity securities respectively attributable to the interests of all those shareholders are proportionate (as nearly as practicable) to their respective holdings on that date subject to any exclusions or other arrangements as the Directors may consider necessary or expedient in relation to fractional entitlements, legal or practical problems under the law of any territory or the regulations or requirements of any relevant regulatory authority or stock exchange in any territory; and
2. in any other case, the allotment wholly for cash of ordinary shares up to an aggregate nominal amount of £1,147,251, which represents approximately 10% of the issued share capital of the Company as at 2 August 2023 (being the last practicable date before the publication of this document).

Resolution 13 - Approval of market purchase of ordinary shares

Resolution 13, which will be proposed as a special resolution, renews a similar authority given at last year's AGM. If passed, it will allow the Company to purchase up to 15% of the issued share capital of the Company. The minimum and maximum prices for such a purchase are set out in the resolution. If given, this authority will expire on the earlier of the date which is 15 months after the date the resolution was passed and the conclusion of the next AGM of the Company, unless such authority is varied, revoked or renewed prior to such date. It is the Directors' intention to renew this authority each year.

The Directors have no current intention to exercise the authority sought under resolution 13 to make market purchases but consider the authority desirable to provide maximum flexibility in the management of the Company's capital base. If passed, the Directors will only exercise this authority if they believe that to do so would result in an increase in earnings per share and would be in the best interests of the Company and of its shareholders generally.

Resolution 14 - Approval of change of Company name

Resolution 14, if passed, will enable the Company name to be changed to Cirata plc.

Given the market environment, updated growth plans, and focused go to market execution plans which are underway, the Company has an opportunity to be renamed as part of a broader rebranding program that best reflects the updated and improved Company vision and values.

The new name is intended to provide a new and positive canvas for the Company to develop as a cornerstone part of the rebranding program. The new name is designed to reflect immediate market positioning opportunities as well as accommodate future growth in cloud, data, and new areas that may arise over time.

Resolution 14, if passed, will enable the Company name to be changed to Cirata plc. Cirata is a combination of "cirrus cloud" and "data" and the name will allow the Company to continue to pursue market opportunities in the data integration space under a new name and brand as well as capitalise on new growth opportunities in the future.

Proxy voting

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 www.signalshares.com. You will need to log in to your Signal Shares account or register if you have not previously done so; to register you will need your investor code, which is detailed on your share certificate or available from our registrars, Link Group.

You may request a hard copy form of proxy directly from the registrars, Link Group, by telephone, UK: 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9am and 5.30pm, Monday to Friday, excluding public holidays in England and Wales.

Alternatively, you can request a hard copy proxy card by emailing [e-mail].

You can also vote by downloading the new shareholder app, LinkVote+, on Apple App Store or Google Play and following the instructions. Thank you for your continued support as a shareholder of WANdisco plc.

Yours sincerely,

Ken Lever

Interim Non-executive Chair

WANdisco plc	3
Notice of Meeting 2023

Notice of Annual General Meeting continued

Notice is given that the eleventh Annual General Meeting of WANdisco plc ("the Company") will be held at the offices of Brown Rudnick LLP at 8 Clifford Street, London W1S 2LQ at 10.00 a.m. BST on 30 August 2023 for the following purposes:

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. That the Company's financial statements for the year ended 31 December 2022, the strategic report and the reports of the Directors and auditor thereon be received and considered.
2. That Ken Lever be re-elected as a Director of the Company.
3. That Stephen Kelly be re-elected as a Director of the Company.
4. That Ijoma Maluza be re-elected as a Director of the Company.
5. That Peter Lees be re-elected as a Director of the Company.
6. That Xenia Walters be re-elected as a Director of the Company.
7. That Chris Baker be re-elected as a Director of the Company.
8. That BDO LLP be re-appointed as auditor of the Company.
9. That the Directors be authorised to determine the remuneration of the auditor.
10. That, in substitution for all existing authorities but without prejudice to any allotment, offer or agreement already made pursuant thereto, the Directors be and are hereby generally and unconditionally authorised pursuant to Article 2.3 of the Company's Articles of Association ("the Articles") to exercise all powers of the Company to allot, grant options over or otherwise dispose of relevant securities (as that term is defined in the Articles) in respect of up to an aggregate nominal amount of £3,824,169, provided that (unless previously revoked, varied or renewed) this authority shall expire on the earlier of the date which is 15 months after the date the resolution was passed and the conclusion of the next Annual General Meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power had not expired.
11. That, pursuant to Article 58A(1)(b) of the Companies (Jersey) Law 1991 ("the Law") and Article 13 of the Articles, an ordinary share purchased pursuant to resolution 13 below may be held by the Company as treasury shares in accordance with Articles 58A and 58B of the Law.

To consider and, if thought fit, to pass the following resolutions as special resolutions:

12. That, subject to the passing of resolution 10 and pursuant to Article 2.10 of the Articles, the Directors be and are hereby generally empowered to allot, grant options over or otherwise dispose of equity securities (within the meaning of the Articles) wholly for cash, pursuant to the general authority described in resolution 10 above, as if pre-emption rights did not apply to any such allotment, such power being limited to:

1. the allotment of equity securities in connection with a rights issue, open offer or pre-emptive offer to holders on the register of the ordinary shares in the capital of the Company ("ordinary shares") on a date fixed by the Directors where the equity securities respectively attributable to the interests of all those shareholders are proportionate (as nearly as practicable) to their respective holdings on that date subject to any exclusions or other arrangements as the Directors may consider necessary or expedient in relation to fractional entitlements, legal or practical problems under the law of any territory or the regulations or requirements of any relevant regulatory authority or stock exchange in any territory; and
2. the allotment (other than pursuant to resolution 12.1 above) wholly for cash of ordinary shares up to an aggregate nominal amount of £1,147,251,

provided that (unless previously revoked, varied or renewed), such authorities shall expire on the earlier of the date which is 15 months after the date the resolution was passed and the conclusion of the next Annual General Meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power had not expired.

• WANdisco plc
  Notice of Meeting 2023

13. That the Directors be and are hereby authorised pursuant to Article 13 of the Articles and Article 57 of the Law as amended to make market purchases of ordinary shares, subject to the following conditions:

1. the maximum number of ordinary shares authorised to be purchased may not be more than 15% of the issued share capital of the Company as at the date of this Notice;
2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is £0.001; and
3. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not exceed:
4. 1. an amount equal to 105% of the average middle market quotation for ordinary shares taken from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the date on which such shares are to be contracted to be purchased; and
   2. the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange plc Daily Official List at the time,

such authority to expire on the earlier of the date which is 15 months after the date the resolution was passed and the conclusion of the next Annual General Meeting of the Company, unless such authority is varied, revoked or renewed prior to such date.

14. That the name of the Company be changed to Cirata plc and that, with effect as at the time such change of name becomes effective pursuant to the Law, all references in the memorandum and articles of association of the Company to the existing name of the Company be changed to such new name.

By order of the Board

Larry Webster

Company Secretary

3 August 2023

Registered in Jersey under the Companies (Jersey) Law 1991 with Company number 110497.

Registered office

47 Esplanade St. Helier Jersey

JE1 0BD

WANdisco plc	5
Notice of Meeting 2023