Fulcrum Utility Services : Notice of AGM

Fulcrum Utility Services Limited Annual General Meeting 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares or Depository Interests in Fulcrum Utility Services Limited, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares or Depository Interests.

FULCRUM UTILITY SERVICES LIMITED

(Incorporated in the Cayman Islands with registered number 234240)

Notice of Annual General Meeting

Notice of the AGM to be held at the offices of the Company, 2 Europa View, Sheffield Business Park, Sheffield S9 1XH, at 12.00 p.m. on 14 September 2022 is set out on pages 5 to 6 of this document. The action to be taken in respect of the AGM is set out on page 4 of this document.

If you are a Shareholder, a Form of Proxy for use at the AGM is enclosed. Please complete and sign the Form of Proxy and return it to the Company's Registrar, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, as soon as possible and in any event so that it is received by the Registrar by no later than 12.00 p.m. on 12 September 2022 (being at least 48 hours prior to the AGM). Completion and return of the Form of Proxy will not prevent you from attending and voting in person at the AGM, or any adjournment thereof, should you wish to do so.

If you are a holder of Depository Interests, a Form of Direction for use at the AGM is enclosed. Please complete and sign the Form of Direction and return it to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, as soon as possible and in any event so that it is received by the Registrar by no later than 12.00 p.m. on 9 September 2022 (being at least 72 hours prior to the AGM).

Alternatively, (a) Shareholders may appoint a proxy online at www.signalshares.com ("the Website") and (b) holders of Depository Interests can direct the Company's Depository, Link Market Services Trustees Limited, how to vote on their behalf online, in each case by following the on-screen instructions, in particular at the "Proxy Voting" link, by no later than 12.00 p.m. on 9 September 2022 for holders of Depository Interests and 12.00 p.m. on 12 September 2022 for Shareholders. In order to appoint a proxy or give a voting direction using the Website, members will need to log into their Signal Shares account, or register if they have not previously done so. To register, members will need to identify themselves with their investor code which is detailed on their share certificate or available from the Registrar, Link Group, on telephone: [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 9.00 a.m. and 5.30 p.m. (UK time).

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Fulcrum Utility Services Limited Annual General Meeting 2022

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

"2021 AGM"	the Annual General Meeting of the Company held on 29 September 2021;
"2022 Annual Report"	the accounts and balance sheet of the Company for the period from 1 April 2021 to 31 March 2022,
	which includes the Directors' Report and the Auditor's Report;
"2022 GM"	the general meeting of the Company held on 7 January 2022;
"AGM" or "Annual	the Annual General Meeting of the Company to be held at 12.00 p.m. on 14 September 2022 at the
General Meeting"	offices of the Company, 2 Europa View, Sheffield Business Park, Sheffield S9 1XH, notice of which is
	set out at the end of this document;
"Articles"	the Articles of Association of the Company from time to time;
"Auditor"	the auditor of the Company from time to time;
"Board"	the Board of Directors from time to time;
"Company"	Fulcrum Utility Services Limited, a company incorporated in the Cayman Islands with registered
	number 234240;
"Depository"	Link Market Services Trustees Limited, a company incorporated in England and Wales;
"Depository Interests"	the dematerialised depository interests of the Company created pursuant to and issued on the
	terms of the deed poll dated 18 December 2009 between the Depository and the Company;
"Directors"	the Directors of the Company from time to time, each a "Director";
"Form of Direction"	the form of direction to be used by Depository Interest holders in respect of the AGM;
"Form of Proxy"	the form of proxy to be used by Shareholders in respect of the AGM;
"Notice of AGM"	the notice convening the AGM, set out on pages 5 to 6 of this document;
"Registrar"	Link Group, a trading name of Link Market Services Limited; and
"Shareholders"	the holders of ordinary shares in the capital of the Company from time to time, each being a "Shareholder".

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Fulcrum Utility Services Limited Annual General Meeting 2022

PART I

LETTER FROM THE CHAIR

OF FULCRUM UTILITY SERVICES LIMITED

(Incorporated in the Cayman Islands with registered number 234240)

Directors	Registered Office
Jennifer Babington (Chair and Non-executive Director)	PO Box 309
Dominic Lavelle (Senior Non-executive Independent Director)	Ugland House
Jonathan Turner (Non-executive Director)	Grand Cayman
Jeremy Brade (Non-executive Director)	KY1-1104
	Cayman Islands
	25 August 2022
To the Shareholders and holders of Depository Interests
Dear Shareholder/Depository Interest holder
Annual General Meeting

1. Introduction

I am pleased to be writing to you with details of the business to be transacted at the Annual General Meeting which will be held at

12.00 p.m. on 14 September 2022 at the offices of the Company, 2 Europa View, Sheffield Business Park, Sheffield S9 1XH. The Notice of AGM is set out on pages 5 to 6, at the end of this letter.

In the event that disruption to the AGM becomes unavoidable, whether as a result of the COVID-19 pandemic or otherwise, we will announce any changes relating to the meeting (such as timing or venue) as soon as practicably possible through the Company's website at https://investors.fulcrum.co.uk. Please check this website regularly in the run-up to the meeting.

1. Summary of the resolutions to be proposed at the Annual General Meeting
   Set out below is an explanation of the resolutions that are to be proposed at the AGM. Resolutions 1, 2, 4 and 5 are proposed as ordinary resolutions and, as special business, Resolutions 3 and

1. are proposed as ordinary resolutions and Resolutions 7, 8 and

1. are proposed as special resolutions.

Resolution 1: Approval of the 2022 Annual Report: The Directors must present the 2022 Annual Report to Shareholders at the AGM. Resolution 1 approves the 2022 Annual Report.

Resolution 2: Directors' Remuneration Report:

The Directors are presenting the Directors' Remuneration Report, which is contained in the 2022 Annual Report, to Shareholders. Resolution 2 approves the Directors' Remuneration Report.

Resolutions 3 and 4: Re-appointment and remuneration of Auditor:

Resolution 3 approves the re-appointment of Cooper Parry Group Limited as Auditor and Resolution 4 authorises the Audit Committee of the Board to determine the remuneration of the Auditor.

Resolution 5: Retirement and re-election of a Director by rotation:

The Articles require that at the AGM one-third (or the number nearest to one-third) of the Directors should retire by rotation. Accordingly, Jeremy Brade will retire this year and will offer himself for re-election in accordance with Article 29.4 of the Articles.

Resolution 5 seeks approval for the re-election of Jeremy Brade as a Director.

Resolution 6: Authority to allot shares:

Resolution 6 seeks Shareholder approval in order to authorise the Directors to allot Equity Securities (as defined in the Articles) as follows:

1. up to an aggregate nominal amount of £133,104, being an amount equal to approximately one-third of the issued ordinary share capital of the Company at the date of this letter; and
2. in relation to any allotment in connection with a rights issue or other pre-emptive offer, up to an aggregate nominal amount of £266,209 (as reduced by allotments under paragraph (i) of above), being (before any reduction) an amount equal to approximately two-thirds of the issued ordinary share capital of the Company at the date of this letter.

The authority granted by this resolution will expire on

14 December 2023 or, if earlier, the conclusion of the next annual general meeting of the Company.

Resolutions 7 and 8: Authority to disapply pre-emption rights: Resolution 7 seeks Shareholder approval in order to empower the Directors to allot Equity Securities (as defined in the Articles) for cash as if the requirement to make a pre-emptive offer contained in Article 5.5 of the Articles did not apply:

1. in relation to any allotment in connection with a rights issue or other pre-emptive offer; and
2. up to an aggregate nominal amount of £19,966, being an amount equal to approximately 5% of the issued ordinary share capital of the Company at the date of this letter.

Resolution 8 seeks Shareholder approval in order to empower the Directors to allot Equity Securities (as defined in the Articles) for cash as if the requirement to make a pre-emptive offer contained in Article 5.5 of the Articles did not apply but only up to an aggregate nominal amount of £19,966, being an amount equal to approximately 5% of the issued ordinary share capital of the Company at the date of this letter, and only if used for transactions which the Directors determine to be an acquisition or other capital investment (in accordance with the Pre-Emption Group Principles).

The powers granted by these resolutions will expire on

14 December 2023 or, if earlier, the conclusion of the next annual general meeting of the Company.

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Fulcrum Utility Services Limited Annual General Meeting 2022

PART I CONTINUED

LETTER FROM THE CHAIR

OF FULCRUM UTILITY SERVICES LIMITED

(Incorporated in the Cayman Islands with registered number 234240)

2. Summary of the resolutions to be proposed at the Annual General Meeting continued

Resolution 9: Authority to purchase own shares:

Resolution 9 seeks Shareholder approval in order to authorise the Company to make market purchases of ordinary shares up to a maximum number of 39,931,346. This represents approximately 10% of the issued ordinary share capital of the Company as at the date of this letter, and the Company's exercise of this authority is subject to the stated upper and lower limits on the price payable, set out in the resolution.

The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Company.

Pursuant to the Companies Act (2022 Revision) of the Cayman Islands, the Company can hold the shares which have been repurchased as treasury shares and either transfer them, whether or not for valuable consideration, or cancel them. The Directors believe that it is desirable for the Company to have this choice and therefore intend to hold any shares purchased under this authority as treasury shares. Holding the repurchased shares

as treasury shares will give the Company the ability to transfer them in the future, and so provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.

Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently transferred out of treasury). If any shares repurchased by the Company are held in treasury and subsequently transferred out of treasury for the purposes

of its employee share schemes, the Company will count those shares towards the limits on the number of new shares which may be issued under such schemes.

The authority granted by this resolution will expire on

14 December 2023 or, if earlier, the conclusion of the next annual general meeting of the Company.

3. Action to be taken at the Annual General Meeting Shareholders will find enclosed a Form of Proxy for use at the AGM. Holders of Depository Interests will find enclosed a Form of Direction.

Form of Proxy

For the Form of Proxy to be valid it must be completed and executed in accordance with the instructions printed on it and should be returned to the Registrar at Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, as soon as possible and in any event so that it is received by Link Group by no later than 12.00 p.m. on 12 September 2022 (being at least 48 hours prior to the AGM). Completion and return of a Form of Proxy will not preclude a Shareholder from attending and voting in person at the AGM.

Form of Direction

For the Form of Direction to be valid it must be completed and executed in accordance with the instructions printed on it and should be returned to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, as soon as possible and in any event so that it is received by Link Group no later than

12.00 p.m. on 9 September 2022 (being at least 72 hours prior to the AGM).

CREST members may use the CREST electronic appointment service to submit the Form of Direction in respect of the AGM. 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 (e) to the Notice of AGM.

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

4. Recommendation

The Directors consider that all resolutions to be put to the AGM are in the best interests of the Company and the Shareholders as a whole and are most likely to promote the success of the Company for the benefit of its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all the proposed resolutions, as the Directors intend to do in respect of their own beneficial shareholdings in the Company.

Yours sincerely

Jennifer Babington

Chair

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Fulcrum Utility Services Limited Annual General Meeting 2022

NOTICE OF ANNUAL GENERAL MEETING

FULCRUM UTILITY SERVICES LIMITED

(Incorporated in the Cayman Islands with registered number 234240)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Fulcrum Utility Services Limited ("the Company") will be held at the offices of the Company, 2 Europa View, Sheffield Business Park, Sheffield S9 1XH, on 14 September 2022 at 12.00 p.m. for the following purposes:

To consider and, if thought fit, pass Resolutions 1, 2, 4 and 5 as ordinary resolutions and, as special business, to consider and, if thought fit, pass Resolutions 3 and 6 as ordinary resolutions and Resolutions 7, 8 and 9 as special resolutions.

ORDINARY RESOLUTIONS

1. THAT the financial statements of the Company for the period from 1 April 2021 to 31 March 2022 ("the 2022 Annual Report"), including the reports of the Company's Auditor and Directors contained in them, be and are now received and adopted.
2. THAT the Directors' Remuneration Report contained within the 2022 Annual Report be and is now adopted and approved.
3. THAT Cooper Parry Group Limited be and is now appointed as Auditor to the Company to hold office until the conclusion of the next annual general meeting of the Company.
4. THAT the Audit Committee of the Board of Directors of the Company be and is now authorised to determine the remuneration of the Auditor.
5. THAT Jeremy Brade be and is now re-elected as a Director of the Company.
6. THAT, in substitution for all subsisting authorities granted at the general meeting of the Company on 7 January 2022, the Directors be authorised to allot Equity Securities (as defined in the Articles) to such persons and at such times and on such terms as they think proper:
7. 1. up to a maximum aggregate nominal amount of £133,104 (such amount to be reduced by the nominal amount allotted under paragraph 6(b) below in excess of such sum); and
   2. up to an aggregate nominal amount of £266,209 (such amount to be reduced by any allotments made under paragraph 6(a) above) in connection with or pursuant to an offer by way of a rights issue (and so that for this purpose "rights issue" means an offer of Equity Securities open for acceptance for a period fixed by the Directors to holders of Equity Securities on the register of members of the Company on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory),

provided that this authority shall expire, unless sooner revoked or altered by the Company in a general meeting, at the earlier of the conclusion of the next annual general meeting of the Company after the passing of this resolution and 14 December 2023, save that the Company may before that expiry make an offer or agreement which would or might require Equity Securities to be allotted after that expiry and the Directors may allot Equity Securities in pursuance of that offer or agreement as if the authority conferred by this resolution had not expired.

SPECIAL RESOLUTIONS

7. THAT, subject to and conditional upon the passing of Resolution 6 above, in substitution for all subsisting powers conferred on the Directors at the general meeting of the Company on 7 January 2022 but in addition to any powers conferred by virtue of Resolution 8, the Directors be authorised pursuant to Article 5.8 of the Articles of Association of the Company to allot Equity Securities pursuant to the authority conferred by Resolution 6 as if Article 5.5 of such Articles did not apply to that allotment, provided that this authorisation shall be limited to the allotment of Equity Securities:

1. in connection with a rights issue (and so that for this purpose "rights issue" means an offer of Equity Securities open for acceptance for a period fixed by the Directors to holders of Equity Securities on the register of members of the Company on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory); and
2. in the case of the authorisation granted under Resolution 6(a) above and otherwise than pursuant to the authority contained in paragraph 7(a) above, up to an aggregate nominal amount of £19,966,

provided that this authority shall expire, unless sooner revoked or altered by the Company in a general meeting, at the earlier of the conclusion of the next annual general meeting of the Company to be held after the date of the passing of this resolution and 14 December 2023, save that the Company may before that expiry make an offer or agreement which would or might require Equity Securities to be allotted after that expiry and the Directors may allot Equity Securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

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