Petershill Partners : 2024 Notice of AGM

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Notice of Annual General Meeting 2024

Petershill Partners plc

Notice of Annual General Meeting

Dear Shareholder,

I am pleased to be writing to you with details of our Annual General Meeting ("AGM"), which we are holding at Plumtree Court, 25 Shoe Lane, London, EC4A 4AU at 1.00 p.m. on 23 May 2024. The formal notice of the AGM is set out on pages 2 to 4 of this document.

I believe that the AGM provides a worthwhile and meaningful opportunity for holders of ordinary shares ("Shareholders") to raise questions, engage with the directors of the Company (the "Directors" or the "Board") and to vote on the business of the meeting.

The Company expects the AGM to proceed as outlined in the Notice of AGM, any relevant updates regarding the AGM, including any changes to the arrangements outlined in this Notice, will be made available on our website at www.petershillpartners.com and where appropriate via a Regulatory Information Service.

The Annual Report and Financial Statements for the period ended 31 December 2023 (the "2023 Annual Report") are enclosed with this letter and are available to view and download from the Company's website, www.petershillpartners.com.

Special business

You will note that we have an additional item of special business at resolution 15. This resolution is to grant the Company authority to buy back its own ordinary shares in connection with the Tender Offer (as defined below).

It is the Board's recommendation that you vote in favour of this resolution.

Recommendation

The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of each of these resolutions to be proposed at the AGM, as they intend to do in respect of their own beneficial holdings.

Explanatory notes

Explanatory notes on all the business to be considered at this year's AGM appear on pages 5 to 11 of this document.

Action to be taken

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the Form of Proxy and return it to our registrars as soon as possible but, in any event, so as to reach our registrars by no later than 1.00 p.m. on 21 May 2024. Information about how CREST members may vote electronically is given in the notes to the Notice of the AGM on pages 5 and 6.

Yours faithfully,

Naguib Kheraj

Chairman

23 April 2024

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its content or the action you should take, you are recommended to seek your own advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom ("UK"), or from another appropriately authorised independent financial adviser if you are in a territory outside of the UK or from a stockbroker, solicitor, accountant or other professional adviser.

If you have sold or otherwise transferred all of your ordinary shares in the Company, you should send this document (but not the accompanying personalised proxy form), at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

Shareholders are encouraged to complete and return the Form of Proxy accompanying this document for use at the AGM. Forms of Proxy must be completed, signed and returned in accordance with the instructions printed thereon to be received by the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY ("registrar") as soon as possible and, in any event, so as not to arrive by later than 1.00 p.m. on 21 May 2024. The lodging of a Form of Proxy will not prevent a Shareholder from attending the AGM and voting in person if they so wish. The results of the meeting will be announced via a Regulatory Information Service as soon as practicable after the conclusion of the AGM. If it becomes necessary or appropriate to revise the current arrangements for the AGM, further information will be made available on our website at www.petershillpartners.com and where appropriate via a Regulatory Information Service.

NOTICE IS HEREBY GIVEN IN THIS CIRCULAR THAT the AGM of the Company will be held at Plumtree Court, 25 Shoe Lane, London, EC4A 4AU at 1.00 p.m. on 23 May 2024.

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This Notice of AGM (the "Notice") sets out the business to be considered at the meeting on pages 2 to 4. Explanatory notes on all of the business to be considered at this year's AGM appear on pages 5 to 11.

Ordinary Resolutions

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

1. To receive the annual report and accounts for the financial year ended 31 December 2023 ("Annual Report and Accounts") together with the directors' report thereon and the independent auditor's report on the audited accounts.
2. To receive and approve the directors' remuneration report contained within the Annual Report and Accounts.
3. To declare a final dividend for 2023 of 10.1 cents per share on the Company's ordinary shares.
4. To re-appoint PricewaterhouseCoopers LLP ("PwC") as auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the next annual general meeting.
5. To authorise the Audit and Risk Committee, on behalf of the Board, to determine the remuneration of PwC.
6. To re-elect Naguib Kheraj as a Director.
7. To re-elect Everard Barclay Simmons as a Director.
8. To re-elect Annemarie Durbin as a Director.
9. To re-elect Erica Handling as a Director.
10. To re-elect Mark Merson as a Director.
11. That, in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006 ("CA 2006") to:
12. 1. allot shares in the capital of the Company and grant rights to subscribe for, or to convert any security into shares in the Company:
    2. 1. up to an aggregate nominal amount of US$3,731,930; and
       2. comprising equity securities (as defined in CA 2006) up to an aggregate nominal amount of US$7,463,861 (including within such limit any shares issued or rights granted under paragraph (i) above) in connection with an offer:

1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings;
2. to people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may impose any limits or restrictions and make any 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 territory or any other matter;

for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 30 June 2025); and

1. make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;

and that all existing authorities given to the Directors pursuant to section 551 of CA 2006 be revoked by this Resolution but without prejudice to the continuing authority of the Directors to allot shares in the Company, or grant rights to subscribe for or convert any security into shares in the Company, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

Special Resolutions

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

12. That, subject to the passing of Resolution 11 above, in substitution for all subsisting authorities to the extent unused, the Directors be generally authorised, pursuant to sections 570 and 573 of CA 2006, to allot equity securities (within the meaning of section 560 of CA 2006) for cash pursuant to the authority conferred by Resolution 11, as if section 561(1) of CA

2006 did not apply to any such allotment, provided that:

1. such authority shall be limited to the allotment of equity securities in connection with an offer of equity securities:
   i. to the ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

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1. to people who hold other equity securities, if this is required by the rights of those securities or, if the
   Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any 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 territory or any other matter;

1. in the case of the authority granted under Resolution 11(a)
   (i) shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (a) up to an aggregate nominal amount of US$1,119,579;
2. following an allotment of equity securities being made pursuant to paragraph (b) (a "paragraph 12(b) allotment"), such authority shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (a) or (b) up to a nominal amount equal to 20 per cent. of the nominal amount of that paragraph 12(b) allotment, provided that any allotment pursuant to this paragraph (c) is for the purposes of a follow-on offer determined by the directors 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 the notice of the meeting; and
3. such authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 30 June 2025), save that the Company may make offers and enter into agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offers and agreements as if the authority conferred hereby had not expired.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of CA 2006 as if in the first paragraph of this Resolution the words "pursuant to the authority conferred by Resolution 11 in the notice of the meeting" were omitted.

13. That, subject to the passing of Resolutions 11 and 12 above and in addition to any power given to them pursuant to Resolution 12, the Directors be generally empowered pursuant to sections 570 and 573 of CA 2006 to allot equity securities

(as defined in CA 2006) for cash, pursuant to the authority conferred by Resolution 11 in the notice of the meeting as if section 561(1) of CA 2006 did not apply to the allotment. This power:

1. expires (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 30 June 2025), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the

Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and

1. in the case of the authority granted under Resolution 11(a)
   (i), shall be limited to the allotment of equity securities for cash up to an aggregate nominal amount of US$1,119,579 and provided that the allotment is for the purposes of financing (or refinancing, if the power is used within twelve months of the original transaction) a transaction which the directors determine to be an acquisition or other 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 the notice of the meeting;
2. following an allotment of equity securities being made pursuant to paragraph (b) (a "paragraph 13(b) allotment"), shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph
   (a) or (b) up to a nominal amount equal to 20 per cent. of the nominal amount of that paragraph 13(b) allotment, provided that any allotment pursuant to this paragraph (c) is for the purposes of a follow-on offer determined by the Directors 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 the notice of the meeting;

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of CA 2006 as if in the first paragraph of this resolution the words "pursuant to the authority conferred by Resolution 11 in the notice of the meeting" were omitted.

14. That, in addition to any authority pursuant to section 701 of CA 2006 as may be approved under Resolution 15 below, but in substitution for all subsisting authorities to the extent unused, the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of CA 2006) of ordinary shares of US$0.01 each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the Directors shall from time to time determine, provided that:

1. the maximum number of Ordinary Shares hereby authorised to be purchased is 108,170,816;
2. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is the nominal value of an Ordinary Share at the time of such purchase;
3. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of (i) an amount equal to 105 per cent. of the average of the middle market quotations for an Ordinary
   Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that Ordinary Share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid on the trading venues where the purchase is carried out;
4. the authority hereby conferred shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or 30 June 2025, whichever is

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the earlier (unless previously revoked, varied or renewed by the Company in a general meeting prior to such time); and

1. 1. the Company may enter into a contract or contracts to purchase Ordinary Shares under this authority before the expiry of this authority and concluded in whole or in part after the expiry of this authority.
2. That, in addition to any authority pursuant to section 701 of CA 2006 as may be approved under Resolution 14 above, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of CA 2006 to make one or more market purchases (within the meaning of section 693(4) of CA 2006) of its own Ordinary Shares pursuant to, for the purposes of, or in connection with a tender offer for Ordinary Shares on the terms and in accordance with the arrangements set out or referred to in the circular to the Company's shareholders dated 23 April 2024 (the "Circular") (a copy of which is produced to the meeting and signed for identification purposes by the chairman of the meeting) (the "Tender Offer") or otherwise as contemplated by arrangements set out or referred to in the Circular, provided that:
3. 1. the maximum number of Ordinary Shares hereby authorised to be purchased is 37,870,955;
   2. the minimum price, exclusive of all expenses, which may be paid for an Ordinary Share is £2.14;
   3. the maximum price, exclusive of all expenses, which may be paid for an Ordinary Share is £2.14; and
   4. the authority conferred by this Resolution shall expire on 31 July 2024, save that the Company may before the expiry of such authority make a contract to purchase Ordinary Shares which will or may be executed wholly or partly after such expiry and the Company may make a purchase of such Ordinary Shares after such expiry pursuant to such contract.
4. That a general meeting of the Company, other than an annual general meeting, may be called on not less than
   14 clear days' notice.

By order of the Board, 23 April 2024

Registered office: 5th Floor, 20 Fenchurch Street, London, EC3M 3BY

Ocorian Administration (UK) Limited

Company Secretary

Shareholder Engagement

Electronic Meeting

The Board will be enabling Shareholders to observe the meeting electronically, should they wish to do so. This can be done by contacting the Company Secretary by email at: [e-mail] by 1.00 p.m. on 21 May 2024 and providing your name and Shareholder Reference Number which can be found printed on your proxy card. Once verified, Shareholders will be provided details to access the AGM electronically by Zoom.

The meeting will be broadcast in a live format. Once logged in, and at the commencement of the Meeting, you will be able to watch and listen to the proceedings of the meeting on your device.

Questions

The Board considers that beyond voting on the formal business of the meeting, the AGM also serves as a forum for Shareholders to raise questions and comments on any of the Resolutions to the Board. Registered Shareholders may submit such questions by email to the Company Secretary at: [e-mail] by 1.00 p.m. on 21 May 2024, who will endeavour to ensure that all questions will be answered during the AGM. Shareholders attending the meeting electronically will not be permitted to ask questions during the AGM.

Voting

Shareholders attending the meeting electronically will not be permitted to vote on resolutions during the AGM and are encouraged to complete, sign and return the accompanying Form of Proxy to the Company's registrar by 1.00 p.m. on 21 May 2024.

Requirements

An active internet connection is required at all times in order to allow you to watch and listen to the broadcast. It is your responsibility to ensure you remain connected for the duration of the meeting.

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Notes to the Notice of the AGM:

1. A member is entitled to appoint one or more proxies to exercise all or any of the member's rights to attend, speak and vote at the meeting. A proxy need not be a member of the Company but must attend the meeting for the member's vote to be counted. Details of how to appoint the Chairman of the meeting or another person as your proxy using the Form of Proxy are set out in the Notes to the Form of Proxy. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member.
2. A Form of Proxy is provided with this Notice for members. To be valid, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) or any form of reasonable evidence of the authority must be received at the office of the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or received via the Computershare website, investorcentre.co.uk/eproxy before 1.00 p.m. on 21 May 2024 (or no later than 48 hours (excluding any part of a day that is a Saturday, Sunday or UK public holiday) before the time appointed for any adjourned meeting). If you require a hard copy Form of Proxy this may be obtained by contacting our registrar on [phone]. Please allow sufficient time to do so and to ensure your completed Form of Proxy is received by the registrar by the deadline for receipt of Forms of Proxy. Amended instructions must also be received by the Company's registrars by the deadline for receipt of Forms of Proxy.
3. If you own shares jointly, any one shareholder may sign the Form of Proxy. If more than one joint holder submits a Form of Proxy, the instruction given by the first listed on the shareholder register will prevail.
4. To change your proxy instructions simply submit a new Form of Proxy using the methods set out above and in the notes to the Form of Proxy. Note that the cut-off date and time for receipt of a Form of Proxy (see above) also apply in relation to amended instructions; any amended Form of Proxy received after the relevant cut-off date and time will be disregarded.
5. In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company's registrars. In the case of a member who is an individual the revocation notice must be under the hand of the appointer or of their attorney duly authorised in writing or in the case of a member which is a company, the revocation notice must be executed under its common seal or under
   the hand of an officer of the company or an attorney duly authorised. Any power of attorney or any other authority under which the revocation notice is signed (or a notarially certified copy of such power or authority) must be included with the revocation notice.
6. The revocation notice must be received before the time of the holding of the meeting or any adjournment thereof. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then your proxy appointment will remain valid.
7. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically by terminated.

1. A copy of the Company's articles of association (the "Articles") and terms and conditions of appointment of non-executive directors will be available for inspection during normal business hours at the registered office of the Company at 5th Floor, 20 Fenchurch Street, London, England, EC3M 3BY or otherwise available on request from the Company Secretary,
   Ocorian Administration (UK) Limited from the date of this Notice until the time of the AGM.
2. Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under section 146 of CA 2006 (a "Nominated Person") should note that the provisions in Notes 1 to 2 above concerning the appointment of a proxy or proxies to exercise all or any of their rights to vote on their behalf at the meeting, do not apply to a Nominated Person as only Shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the meeting.
3. Nominated Persons are reminded that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.
4. Only those members registered on the register of members of the Company at 6.00 p.m. on 21 May 2024 (the "Specified Time") (or, if the meeting is adjourned, 48 hours (excluding any part of a day that is a Saturday, Sunday or UK public holiday) before the time of the adjourned meeting) shall be entitled to vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the meeting.
5. CREST members who wish to appoint the Chairman as proxy through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
6. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via http://www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy, or is an amendment to the instruction given to a

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previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in Note 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/ her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com/CREST).
2. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
3. If you are an institutional investor you may 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 to www.proxymity.io. Your proxy must be lodged by 1.00 p.m. on 21 May 2024 in order to be considered valid. 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.
4. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that if two or more representatives purport to vote in respect of the same shares:
5. 1. if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and
   2. in other cases, the power is treated as not exercised.

1. Under section 527 of CA 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:
2. 1. the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or
   2. any circumstance connected with any auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of CA 2006.
      The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of CA 2006. Where the Company is required to place a statement on a website under section
      527 of CA 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to under section 527 of CA 2006 to publish on a website.
3. Copies of the letters of appointment of the non-executive Directors will be available for inspection during normal business hours at the Company's registered office until the time of the AGM and at Plumtree Court, 25 Shoe Lane, London, EC4A 4AU from 15 minutes before the AGM until it ends.
4. As at 22 April 2024, being the latest practicable date prior to the publication of this Notice, the Company's issued capital consisted of 1,119,579,119 Ordinary Shares carrying one vote each. Therefore, the total voting rights in the Company as at 22 April 2024 are 1,119,579,119.
5. This Notice, together with information about the total numbers of shares in the Company in respect of which members are entitled to exercise voting rights at the meeting as at 22 April 2024, being the latest practicable date prior to the publication of this Notice will be available on the Company's website www. petershillpartners.com.
6. The Company may process personal data that shareholders provide to the Company, including the personal data of a Shareholder's proxy if a proxy is provided. Personal data includes all data provided by Shareholders, or on behalf of Shareholders, which relates to: (1) the Shareholder, including name and contact details, the votes that the Shareholder casts and the Shareholder's reference number; and (2) any person who is identified as a proxy by a Shareholder via form of proxy, including their name and contact details. Please note that if Shareholders provide the personal data of a proxy, the
   Company requires the Shareholder to communicate this privacy information to such proxy. The Company and any third party to which it discloses the data (including the Company's registrar, Computershare) may process such data for the purposes of maintaining the Company's records, meeting management, managing corporate actions, fulfilling the Company's obligations to Shareholders, fulfilling the Company's legal obligations and communicating with Shareholders, all in accordance with the Company's privacy notice which can be accessed via https://www. petershillpartners.com/content/dam/petershillpartners/pdfs/ common/privacy-policy.pdf

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EXPLANATORY NOTES:

The notes on the following pages explain the proposed resolutions.

Resolutions 1 to 11 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 12 to 16 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Annual Report and Accounts (Resolution 1)

The Directors are required to present to Shareholders at the AGM the Annual Report and Accounts for the financial year ended

31 December 2023 together with the Directors' and auditor's reports on the Annual Report and Accounts, which are contained therein.

Directors' Remuneration Report (Resolution 2)

The Board considers that appropriate remuneration plays a vital part in helping to achieve the Company's overall objectives and, accordingly, and in compliance with applicable legislation, Shareholders will be invited to approve the Directors' Remuneration Report.

Shareholders will be asked to receive and approve the Directors' Remuneration Report for the financial year ended

31 December 2023. The Directors' Remuneration Report is set out in full on pages 53 to 56 of the Annual Report and Accounts, copies of which can be viewed on the Company's website at www.petershillpartners.com and are available to Shareholders on request.

The vote on the Directors' Remuneration Report is advisory in nature in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed.

2023 final dividend (Resolution 3)

The Company intends to pay an annual dividend per ordinary share of 10.1 cents for 2024. A final dividend can only be paid after the shareholders at a general meeting have approved it. If approved, it is expected that the dividend will be paid on 14 June 2024 to Shareholders on the register at the close of business on 10 May 2024. Shareholders should note that the default payment currency is USD, however, Shareholders can elect to have their dividends paid in either GBP or EUR. The last day for currency elections to be registered is 24 May 2024. Currency elections should be submitted via CREST in the usual manner.

Any shareholder that requires a Currency Election form to be posted to them should contact our registrar, Computershare Investor Services PLC, on 0370 707 1440.

Auditor (Resolutions 4 and 5)

The Company is required at each general meeting at which accounts are laid to appoint an auditor to hold office until the next such meeting. On the recommendation of the Audit and Risk Committee, the Board proposes the re-appointment of the Company's existing auditors, PwC. In addition, PwC have indicated their willingness to continue in office. Accordingly, Resolution 4 proposes the reappointment of PwC as auditor to the Company and Resolution 5 authorises the Audit and Risk Committee, on behalf of the Board, to determine their remuneration.

Re-election of Directors (Resolutions 6 - 10)

Each of the Directors were appointed on 4 September 2021. Each of the Directors will resign and stand for re-election pursuant to the Articles in order to give Shareholders the opportunity to vote on their continued appointment.

Biographical details of all the Directors standing for re-election appear on pages 48 and 49 of the Annual Report and Accounts.

An internal evaluation of the Board, its Committees, and individual Directors was conducted during Q4 2023 in the form of performance appraisals, questionnaires and discussions to determine effectiveness and performance in various areas, as well as the Directors' continued independence and tenure. This process was facilitated by the Company Secretary and the results of this review are reported in the Annual Report.

An external review of the Board and its Committees will next be conducted in 2024 in line with Corporate Governance requirements.

The Chairman confirms that the performance of each of the Directors standing for re-election continues to be effective and they continue to make a valuable contribution and demonstrate commitment to their respective roles. The Board is satisfied that each non-executive Director offering themselves for election remains of independent character and judgment and that there are no relationships or circumstances which are likely to affect or could appear to affect, their judgement. The Board, therefore, believes that each of the Directors should be re-elected.

Naguib Kheraj, CBE, Contributions and Reasons for Re-election (Resolution 6)

Mr Kheraj (Chairman), aged 59, is a member of the Remuneration Committee, and Chairman of the Nomination Committee and Management Engagement Committee.

Mr Kheraj is Chairman of Rothesay Life, a specialist pensions insurer and is a Senior Adviser to the Aga Khan Development Network where he serves on the boards of a number of entities within its network and chairs its Endowment Committee. He is also an advisor to the Queensway Group Ltd, a hospitality focused business and a Member of the Board of Gavi, The Vaccine Alliance where he chairs the Audit and Finance Committee.

Mr Kheraj began his career at Salomon Brothers in 1986 and went on to hold senior positions at a number of leading financial institutions. Over the course of 12 years at Barclays, Mr Kheraj served as Group Finance Director and Vice-Chair and in various business leadership positions in wealth management, institutional asset management and investment banking. He also served as Chief Executive Officer of JP Morgan Cazenove. Mr Kheraj was also Deputy Chairman of Standard Chartered plc, a major international bank. During his tenure of over 8 years at Standard Chartered he served as Chairman of the Board Risk Committee and the Board Audit Committee and as Senior Independent Director.

Mr Kheraj is a former Non-Executive Director of NHS England and served as a Senior Adviser to Her Majesty's Revenue and Customs and to the Financial Services Authority in the United Kingdom. He has also served as a member of the Investment Committee of the Wellcome Trust, the Finance Committee of Oxford University Press and the Finance Committee of the University of Cambridge.

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Mr Kheraj was educated at Dulwich College London and Cambridge University where he graduated with a degree in Economics.

Mr Kheraj brings a broad range of skills to the Board and its Committees from his extensive experience in leadership positions within the financial services industry which he applies to his role as Chairman of the Board. The Board recommends his re-election.

Everard Barclay Simmons, Contributions and Reasons for Re-election (Resolution 7)

Mr Simmons (SID), aged 51, is a member of the Audit and Risk Committee, Remuneration Committee, Nomination Committee and Management Engagement Committee.

Mr Simmons began his career as a commercial litigation attorney in Bermuda in 1997 before moving to the United States for business school and joining Goldman Sachs as an investment banker in 2004. Returning to Bermuda, he became Managing Partner/Chief Executive Officer of a reinsurance law firm for 14 years. Mr Simmons is currently Chair and Chief Executive Officer of Rose Investment Limited, a Bermuda-based advisory business focused on financial services and corporate restructuring.

Mr Simmons has a vast array of board experience. He was Lead Director and then Chair of the Board of the Bank of N.T. Butterfield

• Son Limited, where he served from 2011 to 2017 during its ownership by private equity to after its listing on the NYSE, having led a co-investment in the bank alongside Carlyle and CIBC. Mr Simmons served on the board of Bermuda's financial services regulator, the Bermuda Monetary Authority, for 10 years. He also previously served as a Director at FIL Limited and currently serves as a Director at Eight Roads, the international public and private investing platforms of Fidelity.

Mr Simmons also serves as a Senior Advisor at Further Global Capital Management, a private equity firm focused on financial services companies.

Mr Simmons is Chair of the Public Funds Investment Committee, responsible for the investment of Bermuda's pension funds, where he has spent 16 years as a member of the Board. He currently leads the Pension Fund Reform Committee established to address the underfunded status of Bermuda's pension funds, serves as an advisor to Bermuda's Minister of Finance and sits on the Board of Argus Group, a Bermuda multiline insurer. Mr Simmons was appointed as a Director to the Ivy UK Co-Invest Vehicle II Limited and Ivy Re II Limited in 2022, and Ivy Peak Co-Invest Re Limited and Ivy Peak Co-Invest LLC in 2023. He was also appointed as a Director of Soteria Reinsurance Ltd in June 2023 and as a Director of Hamiliton Insurance Group in August 2023.

Mr Simmons attended the University of Kent at Canterbury where he graduated with a law degree, the Inns of Court School of Law where he qualified as a barrister, and Harvard Business School where he graduated with a Masters in Business Administration.

Mr Simmons applies his extensive board experience within the financial services industry and considerable knowledge of the private equity industry, to perform his role effectively for the Company. The Board recommends his re-election.

Annemarie Durbin, Contributions and Reasons for Re-election (Resolution 8)

Ms Durbin, aged 60, is Chair of the Remuneration Committee, a member of the Audit and Risk Committee, Nomination Committee and Management Engagement Committee.

Ms Durbin has 35 years of international business and banking experience with ANZ Banking Group and Standard Chartered plc. Having qualified and practised as a commercial barrister and solicitor, in New Zealand, she moved into banking in 1987 with ANZ. Ms Durbin joined Standard Chartered PLC, a FTSE100 international banking group, in 1995 and went on to hold a number of senior positions including being CEO and executive director of a large, publicly listed banking subsidiary in Thailand and, separately, as CEO in the Philippines. Latterly she served as Group Company Secretary of Standard Chartered and as a member of the banking Group Executive Committee with a broad portfolio of responsibilities.

Ms Durbin has served on public company boards since 2012 and currently is a non-executive director and Chair of the Remuneration Committee at Persimmon Plc and Chair of Yorkshire Building Society. She is also an executive coach/mentor.

Until December 2023 Ms Durbin was the senior ringfence board director and Remuneration Committee Chair for Santander UK plc and Chair of Cater Allen Private Bank.

Other former roles included being Chair of the Listing Authority Advisory Panel (LAAP) in the United Kingdom (advising the Financial Conduct Authority on the effectiveness of primary markets), Non-Executive Director and Remuneration Committee Chair of WHSmith PLC, Non-Executive Director of Ladbrokes Coral PLC and Fleming Family & Partners Ltd.

Ms Durbin has degrees in Law & Commerce from the University of Auckland, is a qualified barrister & solicitor and has a Masters (MSc) in Executive Coaching from Ashridge Business School. She is also a Fellow of The Chartered Governance Institute.

Ms Durbin has broad and deep corporate experience across a number of industries including financial services; her extensive knowledge of corporate governance has been particularly helpful in performing her role effectively. The Board recommends her re-election.

Erica Handling, Contributions and Reasons for Re-election (Resolution 9)

Ms Handling, aged 59, is a member of the Audit and Risk Committee, Remuneration Committee, Nomination Committee and Management Engagement Committee.

Ms Handling began her career in 1988 at Allen & Overy LLP before moving to Weil, Gotshal & Manges LLP to help open their office in London. She became a partner there in 1998 and moved a team to Ashurst LLP in 2001 where she founded a securities and structured finance practice. After 10 years at Ashurst she moved to take on the role of General Counsel in Europe for Barclays Investment Bank from 2011 to 2015, where she served on the EMEA Executive Committee and Global Operating Committee. She then moved to BlackRock from 2015 to 2019 as European General Counsel, where she served on various boards and committees.

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