Sabien Technology : AGM notice March 2021

THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek advice from your own stockbroker, bank manager, solicitor, accountant or other financial adviser authorised pursuant to the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your shares in Sabien Technology Group Plc, please send this document and the accompanying form of proxy at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY SET OUT AT THE END OF THIS DOCUMENT.

SABIEN TECHNOLOGY GROUP PLC

(a company incorporated in England and Wales and registered with number 05568060)

NOTICE OF ANNUAL GENERAL MEETING

CLOSED MEETING SHAREHOLDERS NOT TO ATTEND UNLESS SPECIFICALLY INVITED

Your attention is drawn to the letter from the Chairman of Sabien Technology Group Plc.

In light of the UK Government's public health advice in response to the COVID-19 outbreak, including to limit travel and public gatherings, the Company strongly encourages all Shareholders to submit their form of proxy appointing the chairman of the Annual General Meeting as proxy.

In addition, to comply with the above public health advice the Board requests that no Shareholders should attend the Annual General Meeting. The Board has already made arrangements for two Shareholders to attend in person. These Shareholders will constitute the minimum quorum for the Annual General Meeting to take place under the Articles and the requirements of the Act. Any Shareholders (other than the two Shareholders referred to above) that do attend will be refused entry.

Shareholders should note that only the usual and formal business set out in the notice of the Annual General Meeting will be considered at the Annual General Meeting and no update will be provided. The Annual General Meeting will be conducted swiftly, with no refreshments, no presentation by the directors and no question and answer session. The Company does value Shareholder participation and so, in order to enable Shareholders to ask questions relating to the matters to be dealt with at the Annual General Meeting, Shareholders are requested to email any questions to the Company Secretary (at email address:[e-mail]) by no later than 10.00 a.m. on Thursday 25 March 2021.

Answers will be posted on the Company's website as soon as practicable after the AGM. Only questions from registered shareholders of the Company will be accepted. Depending on the volume of questions, not all questions may be able to be answered by the Board.

The Company also values the votes of Shareholders, so it would encourage all Shareholders to exercise their voting rights BUT ONLY by appointing the chairman of the Annual General Meeting to be their proxy. Any form of proxy received appointing a person other than the chairman of the Annual General Meeting as the Shareholder's proxy will be deemed to have appointed the chairman of the Annual General Meeting as that Shareholder's proxy. Accordingly, Shareholders wishing to vote on any of the matters of business are urged to do so through completion of their form of proxy, which can be submitted to the Company's Registrar. Forms of proxy should be completed and returned in accordance with the instructions thereon.

Notice of the Annual General Meeting of the Company to be held at 10.00 a.m. on Monday 29 March 2021 by videoconference, is set out at the end of this document. Shareholders are requested to return the enclosed form of proxy which, to be valid, must be completed and returned in accordance with the instructions printed thereon so as to be received as soon as possible by the Company's registrars, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, or by e-mail [e-mail],but in any event so as to be received by the registrars not later than 10.00 a.m. on Thursday 25 March 2021.

This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, purchase or subscribe for any securities. This document has not been examined or approved by the Financial Conduct Authority or the London Stock Exchange or any other regulatory authority.

DEFINITIONS

Act

the Companies Act 2006

Annual General Meeting, Meeting or AGMBoard or Directors

the annual general meeting of the Company convened for 10.00 a.m. on Monday 29 March 2021 and any adjournment thereof, notice of which is set out at the end of this document the directors of the Company at the date of this document whose names are set out on page 3 of this document

Company or Sabien

Sabien Technology Group Plc

Existing Ordinary Shares

the 4,372,278,000 Ordinary Shares of £0.001 (taking into account the Share Consolidation Shares) in issue following the issue of the Share Consolidation Shares but prior to the Share Consolidation

Long Term Incentive Scheme

the long term incentive scheme proposed to be adopted by the Company

Market Value OptionsNew Articles

the market value options to subscribe in cash for Ordinary Shares under the terms of the Long Term Incentive Scheme the new articles of association to be adopted by the Company pursuant to the Resolutions

Notice

the notice convening the Annual General Meeting which is set out at the end of this document

Ordinary Shares

as at the date of this document ordinary shares of £0.0001 each in the capital of the Company and, following the Share Consolidation, ordinary shares of £0.03 each in the capital of the Company

Resolutions

the resolutions set out in the Notice

Share Consolidation

the proposed consolidation of every 300 Ordinary Shares in issue as at the date of this document into 1 Ordinary Share of £0.03 each

Share Consolidation Shares

the 192 ordinary shares of £0.0001 each in the capital of the Company to be issued to a member of Moore Barlow LLP (the Company's solicitors) to ensure the share capital is divisible by 300

Shareholders

holders of Ordinary Shares

Sabien Technology Group Plc

(incorporated in England and Wales and registered with number 05568060)

Registered Office:Directors:

71-75 Shelton Street

R Parris (Chairman) C Goodfellow

R McGregor-Smith E Sutcliffe

London WC2H 9JQ

5 March 2021

To the Shareholders:

Dear Shareholder

1 Introduction

You will find enclosed with this letter the formal Notice convening the Annual General Meeting of the Company for 10.00 a.m. on Monday 29 March 2021 to be held by videoconference and a Form of Proxy.

2

Action to be Taken

A Form of Proxy for use at the Annual General Meeting is enclosed. If you are a holder of shares in the Company you are advised to complete and return the form in accordance with the instructions printed on it so as to arrive at the Company's registrars, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, or by e-mail [e-mail] soon as possible, but in any event no later than 10.00 a.m. on Thursday 25 March 2021.

3

Recommendation

The Directors consider the Resolutions to be proposed at the Annual General Meeting to be in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. Accordingly the Directors unanimously recommend members to vote in favour of all the Resolutions to be proposed at the Annual General Meeting as they intend to do in respect of their holdings of 451,937,984 Ordinary Shares representing 10.30 per cent of the Company's Ordinary Share capital. Richard Parris is unable to vote in relation to resolution 3. Ranald McGregor-Smith is unable to vote in resolution 4. Edward Sutcliffe is unable to vote in resolution 5.

4 COVID 19

In light of the UK Government's public health advice in response to the COVID-19 outbreak, including to limit travel and public gatherings, the Company strongly encourages all Shareholders to submit their form of proxy appointing the chairman of the Annual General Meeting as proxy.

In addition, to comply with the above public health advice the Board requests that no Shareholders should attend the Annual General Meeting. The Board has already made arrangements for two Shareholders to attend the videoconference. These Shareholders will constitute the minimum quorum for the Annual General Meeting to take place under the Articles and the requirements of the Act. Any Shareholders that do attend will be refused entry.

Yours faithfully

Richard Parris Chairman

Explanation of Resolutions

Resolutions numbered 1 to 8 will be proposed as ordinary resolutions (which means that, for each resolution to be passed, more than 50 per cent. of the votes cast must be in favour of the resolution) and resolutions numbered 9 and 10 will be proposed as special resolutions (which means that, for each resolution to be passed, 75 per cent. or more of the votes cast must be in favour of the resolution).

Resolution 1: Receiving the report and accounts

The Directors are required to present to shareholders at the Annual General Meeting the audited accounts of the Company and the report of the Directors and auditor, for the year ended 30 June 2020.

Resolution 2: Appointment and remuneration of the auditor

The resolution proposes the re-appointment of the Company's existing auditors, Moore Kingston Smith LLP, until the conclusion of the next general meeting of the Company at which accounts are laid and gives authority to the directors to determine the auditors' remuneration.

Resolutions 3, 4 and 5: Directors

The Company's articles of association require one third of the Directors to retire from office each year (or, if their number is not a multiple of three, the number nearest to but not greater than one-third). R Parris is retiring and seeking re-election at the Annual General Meeting.

Ranald McGregor-Smith was appointed as a director by the Board on 1 February 2021. The Company's articles of association set out that directors appointed by the Board only hold office until the next Annual General Meeting and therefore it is proposed that Mr McGregor-Smith be re-appointed at the Annual General Meeting.

Edward Sutcliffe was appointed as a director by the Board 5 March 2021. The Company's articles of association set out that directors appointed by the Board only hold office until the next Annual General Meeting and therefore it is proposed that Mr Sutcliffe be re-appointed at the Annual General Meeting.

Resolution 6: Share Consolidation

The Board believes that the consolidation of the Company's share capital will result in a more appropriate number of shares in issue for a company of Sabien's size.

The Company is proposing to consolidate the Existing Ordinary Shares (subject to the approval of Resolution 6 in the Annual General Meeting) into ordinary shares of £0.03 each. The Share Consolidation will be at a consolidation ratio of 1 new ordinary share of £0.03 for every 300 Existing Ordinary Shares. Following the Share Consolidation, the issued share capital of the Company will consist of 14,574,260 Ordinary Shares.

To effect the Share Consolidation, it will be necessary to issue an additional number of ordinary shares of £0.0001 each in the capital of the Company (the Share Consolidation Shares) so that the Company's issued ordinary share capital is exactly divisible by 300. The Share Consolidation Shares would be issued to a member of the Company's solicitors (Moore Barlow LLP) under the proposed share authorities to be granted pursuant to Resolutions 8 and 9.

Most Shareholders will not hold a number of Existing Ordinary Shares that is exactly divisible by the consolidation ratio (300). All fractional entitlements resulting from the Share Consolidation are to be aggregated into whole shares and such numbers of shares so arising are to be sold by the Company and, subject to the passing of Resolution 6, the net proceeds of sale retained by the Company.

The rights attaching to the Ordinary Shares after the Share Consolidation will be identical in all respects to those of the Existing Ordinary Shares. All entitlements under outstanding options and warrants shall be recalculated accordingly as a result of the share consolidation with entitlements rounded down to the nearest whole share.

Should the Share Consolidation be approved by shareholders at the AGM, the record time and date for the share consolidation will be 6.00 p.m. on 29 March 2021, and it is expected that admission to trading on AIM of the new issued share capital of the Company will be effective from 8.00 a.m. on 30 March 2021. Shareholders who hold their Existing Ordinary Shares in uncertificated form will have their CREST accounts credited with the new