Sabien Technology : GM Circular February 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser. You should read the whole of this Document.

If you have sold or otherwise transferred all of your Ordinary Shares, please forward this Document, together with the accompanying 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 delivery to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

This Document comprises a circular and notice of General Meeting, each dated 4 February 2021.

The Directors, whose names appear on page 4 of this Document, and the Company accept responsibility, collectively and individually, for the information contained in this Document. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information.

The distribution of this Document and any accompanying documents to jurisdictions other than the United Kingdom may be restricted by applicable laws or regulations and this Document does not form part of any offer or invitation to sell or issue or the solicitation of any offer to purchase or subscribe for Ordinary Shares in any jurisdiction where such offer, invitation or solicitation is unlawful. Persons in jurisdictions other than the United Kingdom into whose possession this Document and/or any of the accompanying documents comes should inform themselves about and observe such applicable legal or regulatory requirements in such jurisdiction. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.

This Document is not a prospectus for the purposes of the Prospectus Rules. Accordingly, this Document has not been, and will not be, reviewed or approved by the Financial Conduct Authority of the United Kingdom pursuant to sections 85 and 87 of FSMA, the London Stock Exchange or any other authority or regulatory body and has not been approved for the purposes of section 21 FSMA.

This Document does not comprise an admission document under the AIM Rules and neither the London Stock Exchange nor the Financial Conduct Authority have examined or approved the contents of this Document. This Document does not constitute a recommendation regarding securities of the Company.

Sabien Technology Group Plc

(Incorporated and registered in England and Wales with registered number 5568060)

Notice of General Meeting

Your attention is drawn to the letter from the Chairman of the Company set out in this Document, which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

Notice of a General Meeting of Sabien Technology Group Plc, to be held by video conference at 10.00 a.m. on 22 February 2021, is set out at the end of this Document.

Please complete and submit the accompanying Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be received by the Company's registrars, by email to [e-mail] or by post to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, by no later than 10.00 a.m. on 18 February 2021. Please do not attend the meeting in person (see the letter from the Chairman of the Company set out in this

Document for further details). Anyone seeking to attend the meeting in person shall be refused entry.

CREST members can also appoint proxies by using the CREST electronic appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Share Registrars Limited (under CREST participant ID: 7RA36) by no later than 10.00 a.m. on 18 February 2021. The time of receipt will be taken to be the time from which Share Registrars Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

In light of the social distancing measures imposed by the UK Government as a result of the current COVID-19 pandemic, any proxy you appoint other than the chairman of the General Meeting shall be refused entry to the meeting.

DEFINITIONS

In addition to the terms defined elsewhere in this Document, the following definitions apply throughout this Document and the accompanying Form of Proxy, unless the context requires otherwise or unless specifically provided otherwise:

"Admission"

"AIM"

"AIM Rules"

"CLN Share Warrants" or "CLN Warrants"

"CLN Share Warrant Deed"

"Companies Act"

"Company" or "Sabien"

"Convertible Loan Notes", "CLNs" or "Notes"

"Convertible Loan Note Instrument"

"CREST"

admission of the Placing Shares and Ordinary Shares to be issued pursuant to the conversion of the CLNs to trading on AIM;

AIM, a market operated by the London Stock Exchange;

the AIM rules for Companies published by London Stock Exchange;

the warrants to subscribe in cash for up to 2,500,000,000 Ordinary Shares created by the CLN Share Warrant Deed;

the share warrant deed dated 3 February 2021 creating 2,500,000,000 CLN Warrants;

the Companies Act 2006 (as amended);

Sabien Technology Group Plc;

the £1,250,000 unsecured convertible loan notes constituted by the Convertible Loan Note Instrument;

the convertible loan note instrument dated 19 January 2021;

the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);

"CREST Manual"	the rules governing the operation of CREST, consisting of the CREST
	Reference Manual, CREST International Manual, CREST Central
	Counterparty Service Manual, CREST Rules, Registrars Service
	Standards, Settlement Discipline Rules, CREST Courier and Sorting
	Services Manual, Daily Timetable, CREST Application Procedures and
	CREST Glossary of Terms (all as defined in the CREST Glossary of
	Terms promulgated by Euroclear on 15 July 1996 and as amended
	since) as published by Euroclear;
"CREST member"	a person who has been admitted by Euroclear as a system member (as
	defined in the CREST Regulations);
"CREST participant"	a person who is, in relation to CREST, a system-participant (as defined
	in the CREST Regulations);
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as
	amended);
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member"	a CREST member admitted to CREST as a sponsored member (which
	includes all-CREST personal members);
"Directors" or "Board"	the directors of the Company whose names appear on page 4 of this
	Document;

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"Document"	this document which for the avoidance of doubt does not comprise a
	prospectus (under the Prospectus Rules) or an admission document
	(under the AIM Rules);
"Enlarged Share Capital"	the 4,372,277,808 Ordinary Shares in the capital of the Company in
	issue assuming 2,500,000,000 Ordinary Shares are issued pursuant to
	the conversion of the CLN Convertible Loan Notes and 418,604,651
	Placing Shares are issued;
"Financial Conduct Authority"	the Financial Conduct Authority of the UK;
"Form of Proxy"	the form of proxy accompanying this Document for use at the General
	Meeting;
"FSMA"	the Financial Services and Markets Act 2000 (as amended);
"Further Share Warrants" or	the warrants to subscribe in cash for up to 418,604,651 Ordinary Shares
"Further Warrants"	created by the Further Share Warrant Deed;
"Further Share Warrant Deed"	the share warrant deed dated 3 February 2021 creating 418,604,651
	Further Warrants;
"General Meeting"	the general meeting of the Company as described in this Document,
	notice of which is set out at the end of this Document;
"Independent Directors"	Ranald McGregor-Smith and Charles Goodfellow;
"London Stock Exchange"	London Stock Exchange plc;
"Ordinary Shares"	ordinary shares of 0.01 pence each in the capital of the Company;
"Placing Shares"	418,604,651 Ordinary Shares;
"Prospectus Rules"	the Prospectus Rules made in accordance with EU Prospectus Directive
	2003/7l/EC;
"Resolutions"	the resolutions to be proposed at the General Meeting as set out in the
	notice of General Meeting at the end of this Document;
"Share Placing"	the placing of the Placing Shares with Richard Parris, the chairman of
	the Company, via the Company's Broker, Peterhouse Capital Limited;

"Share Warrants" or "Warrants" the CLN Share Warrants and the Further Share Warrants and "Share

	Warrant" shall mean any of them;
"Share Warrant Deeds"	the CLN Share Warrant Deed and the Further Share Warrant Deed;
"Shareholders"	holders of Ordinary Shares; and
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland.

References to times in this Document are to London time (unless otherwise stated).

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LETTER FROM THE CHAIRMAN OF THE COMPANY

Sabien Technology Group Plc

(Incorporated and registered in England and Wales with registered number 5568060)

Directors:	Registered Office:
Richard Parris (Chairman)	36 Lower Cookham Road
Charles Goodfellow
Ranald McGregor-Smith	Maidenhead
	Berkshire
	SL6 8JU
	4 February 2021
To Shareholders:

NOTICE OF GENERAL MEETING

1. Introduction

Placing of convertible unsecured loan notes ("Notes")

This Company announced on 20 January 2021 that it raised an aggregate of £1.25 million through a placing of Notes, via the Company's Broker, Peterhouse Capital Limited. It is intended that the net proceeds from the placing of the Notes shall be used for investment in the Company's existing business and working capital purposes and will provide the Company with the resources to build on its green technology focus, both organically and where appropriate through acquisition. In addition, the Company issued 2,500,000,000 warrants to subscribe for Ordinary Shares in the Company at a price of 0.1 pence per warrant. The CLN Warrants were granted to the holders of the Notes on a pro rata basis and may be exercised until 19 January 2022.The issue of Ordinary Shares pursuant to a conversion of the Notes and the exercise of the CLN Warrants is conditional, among other things, upon the Company obtaining approval from Shareholders granting authority to the Board to allot the Ordinary Shares upon conversion of the Notes and/or exercise of the CLN Warrants and to disapply pre-emption rights which would otherwise apply to the allotment of such Ordinary Shares. Under the terms of the Convertible Loan Note Instrument, should the Company obtain the requisite share authorities at a general meeting of the Company, the holders of the Notes will be required to effect immediate conversion of the Notes to Ordinary Shares in the Company.

Placing of further Ordinary Shares ("Placing Shares")

This Company is proposing to raise an additional £450,000 through a placing of 418,604,651 Ordinary Shares with Richard Parris, the Company's Executive Chairman, via the Company's Broker, Peterhouse Capital Limited at a price of 0.1075 pence per share. It is intended that the full proceeds of £450,000 shall be used to provide further resources to execute its green technology strategy as previously stated. In addition, the Company shall issue 418,604,651 warrants to subscribe for Ordinary Shares in the Company which will be granted to Richard Parris

The issue of the Placing Shares and the issue of the Further Warrants are conditional, among other things, upon the Company obtaining approval from Shareholders granting authority to the Board to allot the Ordinary Shares pursuant to the Share Placing, to allot the Ordinary Shares upon exercise of the Further Warrants and to disapply pre-emption rights which would otherwise apply to the allotment of such Ordinary Shares..

2. Terms of the Notes and the Warrants

The principal terms and conditions of the Notes are as follows:

• the Notes are convertible into Ordinary Shares at a conversion price of 0.05 pence per Ordinary Share;
• the Notes are convertible at the election of the Company and should the Company obtain the requisite share authorities at a general meeting of the Company, the holders of the Notes will be required to effect immediate conversion of the Notes to Ordinary Shares in the Company;

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