Fulcrum Utility Services : Adoption of amended and restated memorandum and articles of association and Notice of General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this Document or about what action to take, you should immediately seek your own professional advice from your stockbroker, solicitor, accountant or other appropriately qualified independent financial adviser aut horised under FSMA if you are taking advice in the United Kingdom or, if you are resident in another jurisdiction, from another appropriately authorised independent financial adviser. All Shareholders are advised to consult their professional advisers regarding their own tax position.

If you sell or have sold or otherwise transferred all of your Ordinary Shares, please send this Document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, no such documents should be forwarded or transmitted in or into any Restricted Jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain this Document and immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

This Document contains no offer of transferable securities to the public within the meaning of section 102B of the FSMA, the Companies Act 2006 or otherwise. Accordingly, this Document does not constitute a prospectus within the meaning of section 85 of FSMA and has not been (and is not required to be) drawn up in accordance with the Prospectus Rules or approved by the FCA or any other competent authority.

Fulcrum Utility Services Limited

Incorporated in the Cayman Islands with registered number 234240

Proposals for:

Adoption of amended and restated

memorandum and articles of

association

and

Notice of General Meeting

Your attention is drawn to the letter from the chair of the Company. The letter contains a recommendation that you vote in favour of all the resolutions to be proposed at the Second General Meeting referred to below.

Unless otherwise determined by the Company and permitted by applicable law and regulation, neither this Document nor any related document is being, or may be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any Restricted Jurisdiction, and persons receiving this Document or any related document (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such Restricted Jurisdiction. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward this Document together with any related document to any jurisdiction outside the United Kingdom, should seek appropriate advice before taking any action.

Please read the whole of this Document. A summary of the action to be taken by Shareholders is set out in the accompanying Notice of General Meeting.

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This Document contains a number of forward-looking statements relating to the Company. The Company considers any statements that are not historical facts as "forward-looking statements". They relate to events and trends that are subject to risks and uncertainties that could cause the actual results and financial position of the Company to differ materially from the information as presented in the relevant forward-looking statement. When used in this Document the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should", and similar expressions, as they relate to the Company or the management of it, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward- looking statements which speak only as at the date of this Document. The Company does not undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules and other regulations.

This Document is dated 21 September 2023

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LETTER FROM THE CHAIR OF FULCRUM UTILITY SERVICES LIMITED

(Incorporated in the Cayman Islands with registered number 234240)

Directors:

Jennifer Babington (Chair and Independent Non- Executive Director)

Dominic Lavelle (Senior Independent Non-Executive Director)

Jonathan Turner (Non-Executive Director)

Jeremy Brade (Non-Executive Director

21 September 2023

Dear Shareholder

Notice of Second General Meeting

1 Introduction

1. On 21 August 2023 the Board announced that the Company intends to seek Shareholder approval for the cancellation of the admission of the Company's Ordinary Shares to trading on AIM (the "Cancellation"). Shareholders were provided with a Circular which set out the reasons for the Cancellation and the First General Meeting has been called on 26 September 2023.
2. It has since come to the Board's attention that the notice of the First General Meeting which was contained in the Circular was defective in relation to Resolution 2, being the resolution to approve the adoption of the Amended Articles. This is because the resolution should have been expressly referenced as a 'special' resolution in order to meet the notice requirements of Cayman Islands' company law.

2 First and Second General Meeting

1. In order to rectify this situation, the Board has decided to effect the following the following:
2. 1. the First General Meeting to consider the Cancellation will proceed on 26 September 2023, where Resolution 1, relating to the Cancellation, will be put to the Shareholders;
   2. at the First General Meeting on 26 September 2023, Resolution 2, relating to the adoption of the Amended Articles will be de-tabled as a result of ineffective notice being given to Shareholders; and
   3. the Company will seek Shareholder approval of the same Resolution 2 as a special resolution at a Second General Meeting to be held at the offices of Shoosmiths LLP, 1 Bow Churchyard, London EC4M 9DQ on 9 October 2023 at 10.30 a.m. (the "Second General Meeting"). The notice of the Second General Meeting is set out in Appendix 1 to this Document.
3. The Amended Articles will not be adopted unless the Cancellation is approved by the Shareholders at the First General Meeting on 26 September 2023. The resolution requires a vote of not less than two thirds of Shareholders who vote in person or by proxy at the Second General Meeting.
4. The Board's commentary on the Cancellation, the effects of the Cancellation and the
   Amended Articles as described in the Circular remain unchanged. A copy of the Amended Articles is provided to Shareholders with this letter.

3 Actions to be taken before the Second General Meeting

Form of Proxy

Shareholders may complete a proxy online by visiting https://www.signalshares.com. To be valid, your online proxy appointment must be received by Link Group by no later than 10.30 a.m. on 5 October

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2023 (being at least 48 hours prior to the Second General Meeting). Completion and return of a Form of Proxy will not preclude a Shareholder from attending and voting in person at the Second General Meeting.

Electronic Form of Direction

Depository Interest Holders may complete a form of direction online by visiting https://www.signalshares.com. To be valid, your online instructions must be received by Link Group no later than 10.30 a.m. on 4 October 2023 (being at least 72 hours prior to the Second General Meeting).

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, or by scanning the relevant QR code below.

Apple App Store

GooglePlay

Hard Copy Form of Proxy or Form of Direction

You may request a hard copy form of proxy or form of direction, directly from our Registrar, Link Group by emailing [e-mail] or on Tel. [phone]. 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 9.00am-5.30pm, Monday to Friday excluding public holidays in England and Wales.

CREST members may use the CREST electronic appointment service to submit the Form of Direction in respect of the Second General Meeting. The Form of Direction should be submitted to Link Group (RA10) using the procedures described in the CREST Manual. Further details are set out in note 7 to the Notice of Second General Meeting.

On receipt of the Form of Direction, the Depository will vote at the Second General Meeting on the Depository Interest holder's behalf, as directed by the Depository Interest holder in the Form of Direction.

If you are an institutional investor you may also be able to direct the Depository how to vote 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 to www.proxymity.io.

You are advised to read all of the information contained in the Circular before deciding on the course of action you will take in respect of the Second General Meeting.

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4 Recommendations

The Board believes that the adoption of the Amended Articles (subject to the approval of the Cancellation) is in the best interests of the Company and its Shareholders as a whole, and unanimously recommends that Shareholders vote in favour of the resolution.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent advice.

Yours faithfully

Jennifer Babington

Fulcrum Utility Services Limited

Chair and Independent Non- Executive Director

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