Aferian : 2022 AGM notice correction

28 February 2022

Dear Shareholder

Notice of Annual General Meeting 2022: Correction to Resolution 8

It has come to our attention that the AGM notice (the "Notice") published on the Company's website and posted to shareholders on 22 February 2022 contains a typographical error. This letter is supplemental to and amends the Notice.

Resolution 8 refers to the Company's authority to make certain allotments of equity securities for cash or sell treasury shares for cash. As set out in the explanatory notes that accompany the Notice, the intention is that the authority be limited to 10% of the Company's current issued share capital, after deducting the shares held in treasury, in line with the authority sought in previous years. As such, the aggregate nominal value of shares referred to in paragraph (b) of Resolution 8 should be £84,887 not £84,887,000 as previously published. Resolution 8 will be proposed at the AGM, following this amendment, with the correct figure of £84,887 included in paragraph (b), as set out overleaf.

The AGM of the Company will be held at the offices of Investec Bank plc, 30 Gresham Street, London, EC2V 7QP on Monday 21 March 2022 at 11.00 a.m.

Yours faithfully

Robert Hart

Company Secretary

Amended version of Resolution 8 to be proposed as a special resolution at the Annual General Meeting of Aferian plc ('the Company') at the offices of Investec Bank plc, 30 Gresham Street, London, EC2V 7QP on Monday 21 March 2022 at 11.00 a.m.

8. That subject to and conditional on the passing of resolution 7, the Directors of the Company be granted power pursuant to section 570 and section 573 of the Companies Act 2006 ("the Act") to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred on them by resolution 7 and to sell shares held by the Company as treasury shares for cash in each case as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

1. the allotment of equity securities and sale of treasury shares for cash in connection with an offer of equity securities (but in the case of an allotment of equity securities under the authority granted by paragraph (b) of resolution 7, only by way of a rights issue (as defined in that resolution)) to:
2. 1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

subject in both cases to the power of the Directors to impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

1. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to subparagraph (a) above) to any person or persons up to an aggregate nominal amount of £84,887.

This power shall expire at the conclusion of the next Annual General Meeting of the Company or close of business on 31 May 2023, whichever is the earlier, unless previously varied, revoked or renewed by the Company in general meeting, provided that the Company may, before such expiry, make any offers or agreements which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the Directors may allot securities or sell treasury shares pursuant to any such offer or agreement as if the power conferred had not expired.

By Order of the Board

Robert Hart

Company Secretary

28 February 2022