OTAQ : Circular and Notice of General Meeting

THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

This document is prepared for the purposes of the Open Offer (as defined) and the General Meeting convened pursuant to the Notice of General Meeting set out at the end of this document. This document can also be obtained free of charge on request from the Company's Registrars, Share Registrars Limited, or from the Company's website at www.otaq.com.

If you sell or transfer or have sold or transferred all of your Existing Ordinary Shares, you should send this document (but not the personalised Form of Proxy) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee.

OTAQ PLC

(Incorporated and registered in England and Wales under the Companies Act 2006 with company number 11429299)

Placing and Open Offer to Existing Shareholders of New Ordinary Shares

to raise up to approximately £3.6 million

Cancellation of Listing of the Existing Ordinary Shares on the Official List

Admission of the Enlarged Share Capital to trading on the Access Segment of the

AQSE Growth Market

Capital Reorganisation to reduce the Nominal Value of the Existing Ordinary Shares

Notice of General Meeting

Financial Adviser, proposed AQSE Corporate Adviser and Broker

Dowgate Capital Limited

This Circular should be read as a whole. Your attention is drawn to the Letter from the Chairman which is set out in Part I of this Circular. The letter contains a recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

The Notice of the General Meeting of the Company to be held at 11.00 a.m. on 7 November 2022 at the Company's offices at 8-3-4 Harpers Mill, South Road, White Cross, Lancaster, England LA1 4XF begins at Part IV of this Circular. A Form of Proxy for use at the General Meeting is enclosed with this document, if received in hard copy form, and available on the Company's website at www.otaq.com. Shareholders are requested to complete and return the Form of Proxy, whether or not they intend to be present at the General Meeting, in accordance with the instructions printed on it. To be valid, Forms of Proxy should be completed and returned in accordance with the instructions set out therein to the Company's registrars, Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX (by post or by hand) or online at www.shareregistrars.uk.com as soon as possible and, in any event, no later than 11.00 a.m. on 3 November 2022, being 48 hours (not counting any part of a day that is not a Business Day) before the time appointed for the holding of the General Meeting.

A summary of the action to be taken by Shareholders in relation to the General Meeting is set out on page 23 of this Circular and in the accompanying Notice of General Meeting which begins on page 49 of this Circular. Completion and return of a Form of Proxy, the giving of a CREST Proxy Instruction, or the completion of a proxy form online will not preclude Shareholders from attending and voting in person at the General Meeting (in substitution for their proxy vote) if they wish to do so and are so entitled.

The Existing Ordinary Shares are currently listed on the standard segment of the Official List and traded on the main market for listed securities of London Stock Exchange. It is proposed that the listing of the Company's Existing Ordinary Shares on the Official List and to trading on the London Stock Exchange's main market for listed securities be cancelled (the "Delisting") and an application be made for the New Ordinary Shares to be admitted to trading on the AQSE Growth Market. It is expected that admission of the New Ordinary Shares will become effective and that dealings in the New Ordinary Shares will commence on the AQSE Growth Market at 8.00 a.m. on 9 November 2022 (the "AQSE Admission") and would occur simultaneously with the Delisting becoming effective.

Dowgate, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for OTAQ and no one else in connection with the Proposals and will not regard any other person (whether or not a recipient of this Circular) as its client in relation to the Proposals and will not be responsible to anyone other than OTAQ for providing the protections afforded to its clients nor for providing advice in connection with the Proposals or any other matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Dowgate by FSMA or the regulatory regime established thereunder, neither Dowgate nor any of its affiliates accepts any responsibility whatsoever or makes any representation or warranty, express or implied, to any person in respect of any acts or omissions of the Company in relation to the Proposals for the contents of this document including its accuracy, completeness or verification or for any other statement made or purported to be made by or on behalf of it, the Company or the Directors in connection with the Company, the Existing Ordinary Shares, the New Ordinary Shares or the Proposals and other matters referred to in this document and nothing in this document is or shall be read as a promise or representation in this respect whether as to the past or future. Dowgate accordingly disclaims all and any liability whatsoever whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of any acts or omissions of the Company in relation to the Proposals, the Existing Ordinary Shares, the New Ordinary Shares or this document or any such statement.

The Existing Ordinary Shares, the New Ordinary Shares and the Warrants have not, nor will they be, registered under the Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Russia, Australia, Canada, Japan, New Zealand or the Republic of South Africa. The Existing Ordinary Shares, the New Ordinary Shares and the Warrants to be issued by the Company may not be offered or sold directly or indirectly in or into the United States, unless registered under the Securities Act or offered in a transaction exempt from or not subject to the registration requirements of the Securities Act, or, subject to certain exceptions, into Russia, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Russia, Australia, Canada, Japan, New Zealand or the Republic of South Africa. The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended. The distribution of this Circular may be restricted by law in certain jurisdictions and persons into whose possession it or any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. All of the value of an investor's investment in the Company will be at risk. Past performance is not a guide to future performance and the information in this Circular or any documents relating to the matters described in it cannot be relied upon as a guide to future performance. Persons needing advice should contact a professional adviser.

Copies of this Circular will be available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the Company's registered office from the date of this document. A copy of this document will also be available from the Company's website at www.otaq.com.

Capitalised terms have the meanings ascribed to them in the "Definitions" section of this document.

The date of this Circular is 12 October 2022.

2

TABLE OF CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
KEY STATISTICS	5
IMPORTANT INFORMATION	6
DEFINITIONS	7
DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE, AND ADVISERS	13
PART I	LETTER FROM THE NON-EXECUTIVE CHAIRMAN	14
PART II	ADDITIONAL INFORMATION	25
PART III	TERMS AND CONDITIONS OF THE OPEN OFFER	29
PART IV	NOTICE OF GENERAL MEETING	49

3

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date and time for entitlements under the Open Offer			6.00 p.m. on 11 October 2022
Announcement of the Open Offer and posting of			12 October 2022
this Circular, Proxy Form and Application Form
Existing Ordinary Shares marked 'ex' by London Stock Exchange		8.00 a.m. on 12 October 2022
Basic Entitlements and Excess Open Offer Entitlements credited to		8.00 a.m. on 13 October 2022
stock accounts in CREST of Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal of			4.30 p.m. on 24 October 2022
Basic Entitlements and Excess Open Offer Entitlements from CREST
Latest time for depositing Basic Entitlements and			3.00 p.m. on 25 October 2022
Excess Open Offer Entitlements into CREST
Publication of AQSE Growth Market Appendix One announcement		25 October 2022
Latest time and date for splitting of Application Forms			3.00 p.m. on 26 October 2022
(to satisfy bona fide claims only)
Latest time and date for receipt of completed Application Forms and	11.00 a.m. on 28 October 2022
Payment in full under the Open Offer or settlement of
relevant CREST instructions (as appropriate)
Allocation of Excess Open Offer Shares to Qualifying Shareholders		28 October 2022
Results of Open Offer announced through an RIS			28 October 2022
Latest time and date for Broker Option Exercise			5.00 p.m. on 28 October 2022
Latest time and date for receipt of completed Forms of Proxy		11.00 a.m. on 3 November 2022
Latest time and date for receipt of CREST Proxy Instructions		11.00 a.m. on 3 November 2022
for the General Meeting
Record time for those Shareholders on the Register of Members	5.00 p.m. on 3 November 2022
entitled to attend or vote at the General Meeting
General Meeting		11.00 a.m. on 7 November 2022
Last day of dealings in the Existing Ordinary Shares on the Main Market		8 November 2022
Capital Reorganisation is effective	after close of business on 8 November 2022
Cancellation of the listing of the Existing Ordinary Shares			8.00 a.m. on 9 November 2022
from the Official List becomes effective
Admission of, and commencement of dealings in,			8.00 a.m. on 9 November 2022
the Enlarged Share Capital on the AQSE Growth Market
Open Offer Shares and Placing Shares credited to CREST stock accounts	9 November 2022
Dispatch of definitive share certificates for Open Offer Shares and		within 14 days of Admission
Placing Shares in certificated form together with Warrant certificates

Note:

If any of the details contained in the timetable above should change, the revised time and dates will be notified to Shareholders by means of a Regulatory Information Service announcement. All references to times and dates in this Circular are to time and dates in London, United Kingdom.

In order to subscribe for Open Offer Shares under the Open Offer, Qualifying Shareholders will need to follow the procedure set out in Part III of this Circular and, where relevant, complete the accompanying Application Form. If Qualifying Shareholders have any queries on the procedure for acceptance and payment, or wish to request another Application Form, they should contact Share Registrars Limited on 01252 821390 or, if calling from outside the United Kingdom, [phone] where relevant, quoting their full name and address.

If you have questions on how to complete the Form of Proxy, please contact Share Registrars Limited on 01252 821390 or, if calling from outside the United Kingdom, [phone]. Lines are open from 9.00 a.m.to 5.00 p.m. (London time) Monday to Friday (except English and Welsh public holidays).

Calls may be recorded and monitored randomly for security and training purposes. Share Registrars Limited cannot provide advice on the merits of the Fundraising and cannot give any financial, legal or tax advice.

4

KEY STATISTICS

Closing Price per Existing Ordinary Share(1)	9.5 pence
Offer Price of each Open Offer Share (Issue Price)	4 pence
Discount to Closing Price per Open Offer Share	57.9 per cent.
Number of Existing Ordinary Shares in issue(2)	37,758,052
Entitlement under Open Offer(3)	4 Open Offer Shares for each
	5 Existing Ordinary Share held
Number of Open Offer Shares to be offered by the Company	up to 30,206,441
Issue Price of each Placing Share and Open Offer Share	4 pence
Number of Placing Shares to be issued(4)	60,000,000
Maximum proceeds of Placing and Open Offer (before expenses)	approximately £3.60 million
Maximum Enlarged Share Capital following Admission (5)	127,964,493
Percentage of the maximum Enlarged Share Capital	46.9 per cent.
represented by the Placing Shares(5)
Percentage of the maximum Enlarged Share Capital	23.6 per cent.
represented by the Open Offer Shares(5)
Maximum estimated aggregate net proceeds	£3.25 million
of the Placing and Open Offer(5)
Maximum number of Warrants granted on AQSE Admission	up to 22,551,610
ISIN - New Ordinary Shares	GB00BK6JQ137
ISIN - Open Offer Basic Entitlements	GB00BQ0JZ259
ISIN - Excess Open Offer Excess Entitlements	GB00BQ0JZ366
TIDM	OTAQ

1. The Closing Price per Existing Ordinary Share on 11 October 2022, being the last practicable Business Day prior to the publication of this Circular.
2. As at 11 October 2022, being the last practicable Business Day prior to the publication of this Circular.
3. The actual number of Open Offer Shares to be issued under the Open Offer will be subject to rounding down to eliminate fractions.
4. Assuming the Broker Option is exercised in full.
5. Assuming the maximum number of Open Offer Shares is allotted pursuant to the Open Offer and the Broker Option is exercised in full.

5