East Imperial : COMPANY ANNOUNCEMENT - Notice of AGM

EAST IMPERIAL PLC

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN ("Notice") that the Annual General Meeting (the "AGM") of East Imperial plc (the "Company") will be held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London, EC3V 0HR, at 9.30 a.m. on 29 June 2023 to consider and if thought fit, pass the following resolutions. Resolutions 1 to 10 will be proposed as ordinary resolutions and resolutions 11 to 14 will be proposed as special resolutions.

Ordinary resolutions

1. That the Annual Financial Report of the Company for the financial year ended 31 December 2022 be received.
2. That the Directors' Report on Remuneration, as set out on pages 74 to 84 of the 2022 Annual Financial Report be approved.
3. That Anthony Burt be re-appointed as a Director of the Company.
4. That Toby Hayward be re-appointed as a Director of the Company.
5. That Colin Henry be re-appointed as a Director of the Company.
6. That Alistair McGeorge be re-appointed as a Director of the Company.
7. That Andrew Robertson be re-appointed as a Director of the Company.
8. That Crowe U.K. LLP be re-appointed as auditor of the Company to hold office until the conclusion of the next Annual General Meeting of the Company.
9. That the Directors be authorised to determine the remuneration of the auditor.
10. That the Directors be and are hereby generally and unconditionally authorised, in substitution for any such existing authority, for the purposes of section 551 of the Companies Act 2006 (the "Act") to exercise any power 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 ("Rights"):
11. 1. up to an aggregate nominal amount of £1,127,236.81, including within such limit the aggregate nominal amount of any shares allotted and Rights granted under paragraph (b) below in excess of £1,127,236.81; and
    2. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £2,254,473.62 including within such limit the aggregate nominal amount of any shares allotted and Rights granted under paragraph (a) above, in connection with an offer by way of a rights issue:
    3. 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective existing holdings; and

1. to holders of other equity securities (as defined in section 560(1) of the Act) as required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose limits or restrictions and make arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any jurisdiction or other matter, such authority to apply until the earlier of the conclusion of the Company's next Annual General Meeting or 15 months from the passing of this Resolution, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or Rights to be granted after the authority expires and the Directors may allot shares or grant Rights under any such offer or agreement as if the authority had not expired.

Special resolutions

11. That, in substitution for all existing powers, and subject to the passing of resolution 10 above, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities in connection with an offer of equity securities (but, in the case of the

authority granted under paragraph (b) of resolution 10 above, by way of a rights issue only):

1. 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective existing holdings; and
   2. to the holders of other equity securities, as required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose limits or restrictions and make arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any jurisdiction or other matter; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £338,171.04; and
3. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (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 paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines 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,

such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 29 September 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

12. That if Resolution 10 is passed, the Board be authorised in addition to any authority granted under Resolution 11 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £338,171.04 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 Board of the Company determines 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
2. limited to 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 Board of the Company determines 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,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 29 September 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

1. That the Company be 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 ordinary shares with a nominal value of 1 pence each in the capital of the Company, subject to the following terms:

1. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 33,817,104;
2. 1. the minimum price (excluding expenses) which may be paid for any such ordinary share is £0.01 per share;
   2. the maximum price (excluding expenses) which may be paid for any such ordinary share shall be the higher of:
   3. 1. the amount equal to 105 per cent of the average of the closing middle market quotations for an ordinary share in the Company, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased; and
      2. the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and
   4. the authority conferred by this resolution shall, unless previously revoked or varied, expire at the conclusion of the next Annual General Meeting of the Company, or if earlier, 15 months from the passing of this Resolution, save in relation to any purchase of ordinary shares, the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry, where the Company may make a purchase of ordinary shares under such contract.

1. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice during the period from the date of the passing of this resolution 21 until the conclusion of the next Annual General Meeting of the Company.

BY ORDER OF THE BOARD

S Zulafqar

For and on behalf of SGH Company Secretaries Limited Company Secretary

5 June 2023

Registered Office:

60 Gracechurch Street

London

EC3V 0HR

Notes to the notice of the Annual General Meeting (AGM)

1. A member entitled to attend and vote at the AGM is also entitled to appoint one or more proxies to attend and, on a poll, vote instead of them. A proxy need not also be a member of the Company.
2. To be valid, the instrument appointing a proxy, together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of such power of authority) must be deposited with the Company's Registrar, Link Group at PXS 1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL not less than 48 hours before the time fixed for the AGM. .
3. You may, if you wish, appoint more than one proxy, but each proxy must be appointed in respect of a specified number of shares within your holding. If you wish to do this, each proxy must be appointed on a separate proxy form. When appointing more than one proxy you must indicate the number of shares in respect of which the proxy is appointed.
4. You can vote either:
5. • by logging on towww.signalshares.comand following the instructions;
   • Link Group, the company's registrar, has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play
   • 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 9.30 a.m. on 27 June 2023 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.
   • by requesting a hard copy form of proxy directly from the registrar, Link Group, by email at [e-mail] or by phone on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales); or
   • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below. In order for a proxy appointment to be valid a form of proxy must be completed. In each case the form of proxy must be received by Link Group at Central Square, 29 Wellington Street, Leeds, LS1 4DL by 9.30 a.m. on 27 June 2023.
6. As at 2nd June 2023, being the latest practicable date before the publication of this Notice, there have been no changes to the details of substantial shareholdings set out in the 2022 Annual Financial Report, nor to the Directors' interests in the ordinary shares of the Company also detailed in the 2022 Annual Financial Report.
7. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act
   2006 (the "Act") to enjoy information rights (a "Nominated Person") may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder