Volution : Notice of AGM 2022

Volution Group plc

Notice of Annual General Meeting 2022

Wednesday 14 December 2022

This document is important and requires your immediate attention.

If you are in any doubt about 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. If you have sold or otherwise transferred all of your ordinary shares in Volution Group plc, please give this and the accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was made.

Notice of Annual General Meeting 2022

21 October 2022

Dear shareholder,

Annual General Meeting ("AGM") 2022

We are keen to welcome shareholders in person to our AGM this year. We are proposing to hold this year's Annual General Meeting (AGM) of Volution Group plc (the Company) at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 14 December 2022 at 12.00 noon.

The formal Notice convening the AGM is set out on pages 4 and 5 of this document. An explanation of each of the resolutions to be proposed at the AGM is set out on pages 6 and 7.

A copy of the Annual Report and Accounts 2022 is enclosed together with a Form of Proxy to enable you to exercise your voting rights.

The AGM is an opportunity for shareholders to express their views and to put questions to the Board. We, as your Board, are committed to open dialogue with our shareholders and our AGM is a good opportunity to engage with you directly. If you would like to submit

a question in advance, please email [e-mail] or write to the Company Secretary at Volution Group plc, Fleming Way, Crawley, West Sussex RH10 9YX.

Election and Re-election of Directors

In accordance with the UK Corporate Governance Code, all Directors will seek election or re-election by shareholders.

Since the AGM in 2021, Margaret Amos has been appointed as a Director, and she will be standing for election for the first time since her appointment. All other Directors are seeking re-election.

As Chairman, I believe that the contribution and performance of each of the Directors seeking election or re-election continue to be valuable and effective. Each of these Directors demonstrates commitment to their role and I therefore believe that it is appropriate that each of these Directors should continue to serve on the Board.

Although my re-election is proposed in the usual way at this upcoming AGM, at the end of June 2023, I will have been on the Board for nine years and it will be time to step down. Amanda Mellor, our Senior Independent Director, will lead the process to find my successor and further announcements will be made in due course.

Biographical details of the Directors seeking election or re-election are set out in full in the Annual Report and Accounts 2022 on pages 76 and 77 and in the Appendix to this Notice of AGM, and information on their remuneration can be found on pages 100 to 121 of the Annual Report and Accounts 2022.

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Voting arrangements

Each of the resolutions to be considered at the AGM will be voted on by way of a poll. This ensures that shareholders who are not able to attend the AGM, but who have appointed proxies, have their votes fully taken into account. The results of the poll will be announced to the London Stock Exchange and published on the Company's website as soon as possible after the conclusion of the AGM.

If you would like to vote on the resolutions but will not be attending the AGM, you may appoint a proxy by completing and returning the enclosed Form of Proxy in accordance with the instructions printed on it. Forms of Proxy should be returned to be received by the Company's registrar, Equiniti Limited, as soon as possible and in any event no later than 12.00 noon on Monday 12 December 2022.

Alternatively, if you hold your shares in CREST, you may appoint a proxy electronically via the CREST system.

If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

Recommendation

Your Directors consider that all of the resolutions in the Notice of AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of them, as they will do in respect of their own shareholdings.

Yours faithfully,

Paul Hollingworth

Chairman

Volution Group plc

Registered office: Fleming Way, Crawley, West Sussex RH10 9YX

Registered in England and Wales number: 09041571

Meeting General Annual of Notice

Notice of Annual General Meeting 2022 Volution Group plc

3

Notice of Annual General Meeting 2022

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Volution Group plc will be held on Wednesday 14 December 2022 at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, at 12.00 noon to transact the business set out in the resolutions below.

Resolutions 1 to 14 will be proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 15 to 17 will be proposed as special resolutions. For each of these to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Voting on all resolutions will be by way of a poll.

For further information on all resolutions, please refer to the Explanatory Notes, which can be found on pages 6 and 7.

Ordinary resolutions

Annual Report and Accounts

1. To receive and adopt the Annual Report and Accounts for the financial year ended 31 July 2022 together with the Directors' Report and the Auditor's Report on those accounts.

Directors' Remuneration Report

2. To approve the Annual Report on Remuneration (excluding the Remuneration Policy) set out on pages 100 to 121 of the Directors' Remuneration Report in the Annual Report and Accounts 2022.

Final dividend

3. To declare a final dividend of 5.0 pence per ordinary share in respect of the financial year ended 31 July 2022.

Election and Re-election of Directors

1. To re-elect Paul Hollingworth as a Director.
2. To re-elect Ronnie George as a Director.
3. To re-elect Andy O'Brien as a Director.
4. To re-elect Nigel Lingwood as a Director.
5. To re-elect Amanda Mellor as a Director.
6. To re-elect Claire Tiney as a Director.
7. To elect Margaret Amos as a Director.

Re-appointment of auditor

11. To re-appoint Ernst & Young LLP as auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

Auditor's remuneration

12. To authorise the Audit Committee to determine the remuneration of the auditor.

Political donations

13. That the Company and all the companies that are the Company's subsidiaries at any time during the period for which this resolution has effect be authorised to:

1. make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;
2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and
3. incur political expenditure not exceeding £50,000 in total, in each case during the period beginning with the date of the Annual General Meeting 2022 and ending at the close of business on the day on which the Annual General Meeting 2023 is held or 31 January 2024, whichever is the earlier. The maximum amounts in (a), (b) and (c) may comprise sums in different currencies, which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.

For the purposes of this resolution, the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in Sections 363 to 365 of the Companies Act 2006.

Authority to allot ordinary shares

14. That, in substitution for all subsisting authorities to the extent unused, the Directors be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for, or to convert any securities into, shares in the Company:

1. up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £659,387 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and

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1. comprising equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £1,318,775 (such amount to be reduced by any allotments or grants made under paragraph
   (a) of this resolution) in connection with, or pursuant to, an offer by way of a rights issue in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein, or, if the Directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements to deal with fractional entitlements, treasury shares, record dates, or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever,

these authorisations to expire at the conclusion of the next Annual General Meeting of the Company or 31 January 2024, whichever is the earlier (save that the Company may before such expiry make offers or enter into agreements which would or might require shares to be allotted, or rights to be granted, after such expiry and the Directors may allot shares or grant rights to subscribe for, or to convert any securities into, shares, in pursuance of any such offers or agreements as if the authorisations conferred hereby had not expired).

Special resolutions

Authority to disapply pre-emption rights

15. That, if resolution 14 is passed and in substitution for all subsisting authorities to the extent unused, the Board be authorised to allot equity securities (as defined in the Companies Act 2006 (the Act)) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

1. to allotments for rights issues and other pre-emptive issues; and
2. to the allotment of equity securities or the sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £98,908,

such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 31 January 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offers or agreements as if the authority had not expired.

Authority for the Company to make market purchases of its own shares

16. THAT the Company be and is hereby generally and unconditionally authorised, for the purposes of section 701 Companies Act 2006 (the Act), to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 1 pence 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 aggregate number of Ordinary Shares hereby authorised to be purchased is 19,781,633 (representing 10% of the issued share capital, excluding shares held in treasury);
2. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 pence (being the nominal value of an Ordinary Share);
3. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is 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 Annual General Meeting of the Company after the passing of this Resolution or at the close of business on 31 January 2024, whichever is the earlier, unless previously revoked, varied or renewed by the Company in general meeting prior to such time; and

the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of Ordinary Shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase Ordinary Shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.

Notice period for general meetings, other than Annual General Meetings

17. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice. By Order of the Board

Company Secretary

21 October 2022

Volution Group plc
Registered office: Fleming Way, Crawley, West Sussex RH10 9YX
Registered in England and Wales number: 09041571	Notice of Annual General Meeting 2022 Volution Group plc 5

Meeting General Annual of Notice