Computacenter : Notice of 2023 Annual General Meeting

TO ORDINARY SHAREHOLDERS

17 April 2023

DEAR SHAREHOLDER,

Annual General Meeting 17 May 2023

I am pleased to be writing to you with details of the 2023 Annual General Meeting ('AGM') of Computacenter plc (the 'Company' and together with its subsidiaries, the 'Group'). This will be held at 11.30am on Wednesday 17 May 2023, at 100 Blackfriars Road, London SE1 8HL.

Attached on pages 3 to 5 is the notice setting out the business to be conducted at this year's AGM ('Notice of AGM'). An explanation of the business of the AGM can be found within the appendices on pages 8 to 13.

If you are unable to attend the AGM in person or if you do not wish to do so, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM, and further information on the required process is detailed under the section in this letter entitled 'Action To Be Taken - Form of Proxy'.

Directors' Remuneration

The current Directors' Remuneration Policy was last approved by shareholders at the 2020 Annual General Meeting. In accordance with applicable legislation, an updated remuneration policy is being proposed to shareholders for approval (by way of a binding vote) at the AGM and is set out on pages 114 to 121 of the 2022 Annual Report and Accounts. If approved by shareholders, the new policy will take effect from the conclusion of the AGM.

Dividend

Your Board has recommended a final dividend for 2022 of 45.8 pence per ordinary share. Subject to approval by shareholders, the dividend will be paid on 14 July 2023 to shareholders appearing on the register of members at the close of business on 16 June 2023.

Election and Re-election of Directors

In accordance with the UK Corporate Governance Code, the Board has decided that all of the Directors will offer themselves for election or re-election, and Resolutions 5a to 5i are to elect or re-elect each of them as Directors. René Carayol joined the Board in November 2022, and he will be seeking election by shareholders for the first time at this AGM. Brief biographies of all of the Directors standing for election and re-election at the forthcoming AGM can be found on pages 86 and 87 of the 2022 Annual Report and Accounts.

Towards the end of 2022, the Board and each of its Directors were subject to a formal, externally facilitated, independent evaluation process, further details of which can be found within the Governance Report on page 92 of the 2022 Annual Report and Accounts. I am pleased to confirm that the performance of each Director continues to be effective and all are able to demonstrate continued commitment to their respective roles as members of the Board and, where relevant, its Committees.

Upcoming Board Change

As announced on 2 November 2022, Tony Conophy will be retiring as Finance Director and stepping down from the Board on 1 June 2023. Given that Tony is not stepping down until that time, he is standing for re-election at this year's AGM. We are immensely grateful to Tony for his outstanding contribution to the Board during his long tenure and he departs with our very best wishes. We look forward to welcoming Tony's successor, Christian Jehle, to the Board with effect from the time that Tony will be stepping down. Christian will seek election to the Board at the Company's Annual General Meeting in 2024.

External Auditor

Following the completion of a formal tender process for its Group audit, overseen by the Audit Committee, as previously announced in December 2022 by the Company, the Board is now proposing the appointment of Grant Thornton UK LLP as the Group's auditor until the conclusion of the next General Meeting at which accounts are laid before the Company. KPMG LLP, who have been the Group's auditor since 2015, are not seeking re-appointment and will therefore cease to hold office as the Group's auditor at the conclusion of the AGM.

Renewal of the French Sub-Plan to the Computacenter Performance Share Plan 2005

The Computacenter Performance Share Plan 2005 ('PSP') has been the main vehicle for the granting of long-term share incentives to senior executives and was extended in 2015 for a further 10 years.

The French Sub-Plan modifies the rules of the PSP in respect of awards made to French Participants to take account of taxation requirements in France. It was approved by shareholders on 18 May 2018.

Approval in respect of the French Sub-Plan expires on 17 May 2023, in accordance with the recommendations of the French tax authorities for the period of approval. Therefore, shareholders are now asked to re-approve the French Sub-Plan at this AGM by way of amendment to the PSP, with an expiry date of 18 May 2025 (being the expiry date of the PSP). The terms of the French Sub-Plan are in accordance with the terms of the PSP set out in the Notice of Annual General Meeting dated 19 May 2015, as subsequently amended in accordance with those terms.

Capitalisation Issue and Capital Reductions

The Company's cash generation over recent years has enabled it to have a strong dividend policy and to periodically return additional value to its shareholders, most recently by way of a tender offer in the first quarter of 2018. While the Company has sufficient profits available for distribution (also known as 'distributable reserves') to fund its projected distributions in the immediate future, the Board has recently undertaken an assessment of the balance sheet to identify any reserves that are not currently distributable, and which might be converted into distributable reserves to provide flexibility for future returns of value to the Company's shareholders.

Following that assessment, the Board has identified certain reserves in respect of which it intends to undertake reductions of capital during 2023 (each a 'capital reduction' and together the 'capital reductions'). In order to achieve this, it is necessary first to convert certain of these reserves into share capital by issuing New Deferred Shares (the 'Capitalisation Issue'), and then cancelling those shares as part of the first capital reduction. The second capital reduction will also involve the cancellation of the Company's capital redemption reserve. The capitalisation issue, the changes to the Company's articles of association required in order to effect it, and the subsequent capital reductions each require the approval of shareholders. The capital reductions will each require the confirmation of the court in order to become effective. Subject to the passing of the relevant resolutions at this AGM, confirmation of each of the capital reductions is anticipated to be sought concurrently, in a single application to the court, shortly after the conclusion of the AGM. Resolutions 14 to 16 are set out on pages 4 and 5, and a detailed description of the Capitalisation Issue and capital reductions is set out on pages 11 and 12.

The Capitalisation Issue and capital reductions will not result in any change to the nominal value of the Company's ordinary shares, will have no impact on the Company's cash position or on its net assets, will not involve any repayment or distribution of capital by the Company, and will not result in any changes to the Company's existing dividend policy. The Capitalisation Issue and capital reductions should not result in any UK tax charge for the shareholders. The Board will continue to review its cash position and will provide an update on any proposed future return of value when appropriate.

Notice is hereby given that the Annual General Meeting of Computacenter plc will be held at 11.30am on Wednesday 17 May 2023 at 100 Blackfriars Road, London SE1 8HL for the following purposes:

Ordinary Resolutions

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

1. To receive the Financial Statements of the Company and the Group for the year ended 31 December 2022, together with the Reports of the Directors and Auditor thereon.
2. To approve the Annual Statement from the Chair of the Remuneration Committee and the Annual Remuneration Report for the year ended 31 December 2022, as set out on pages 110 to 111 and 122 to 133 respectively of the 2022 Annual Report and Accounts.
3. To approve the Directors' Remuneration Policy, the full text of which is contained in the Directors' Remuneration Report for the year ended
   31 December 2022, as set out on pages 114 to 121 of the 2022 Annual Report and Accounts.
4. To declare and approve a final dividend of 45.8 pence per ordinary share.
5. To elect and re-elect, by separate resolutions, the following persons as Directors of the Company:
   5a. P Campbell, who retires and being eligible, offers herself for re-election as a Non-Executive Director of the Company.
   5b. R Carayol, who being eligible, offers himself for election as a Non-Executive Director of the Company.
   5c. F A Conophy, who retires and being eligible, offers himself for re-election as an Executive Director of the Company.
   5d. P W Hulme, who retires and being eligible, offers himself for re-election as a Non-Executive Director of the Company.
   5e. L Mitic, who retires and being eligible, offers herself for re-election as a Non-Executive Director of the Company.
   5f. M J Norris, who retires and being eligible, offers himself for re-election as an Executive Director of the Company.
   5g. P J Ogden, who retires and being eligible, offers himself for re-election as a Non-Executive Director of the Company.
   5h. R Rivaz, who retires and being eligible, offers herself for re-election as a Non-Executive Director of the Company.
   5i. P Ryan, who retires and being eligible, offers himself for re-election as a Non-Executive Director of the Company.
6. To appoint Grant Thornton UK LLP as the Company's auditor to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company.
7. To authorise the Directors to agree the Auditor's remuneration.
8. That the French Sub-Plan in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification, be approved as an amendment to the Computacenter Performance Share Plan 2005 (as amended) ('PSP') until the expiry of the PSP on 18 May 2025 and the Directors be and are authorised to do all acts and things they consider necessary or expedient to give effect to and operate the French Sub-Plan.
9. That the Directors be generally and unconditionally authorised under Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ('Rights'), up to a nominal amount of £2,874,664.94, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 30 June 2024, save that the Company shall be entitled to make offers or agreements before the expiry of such authority, which would or might

require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired. All unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

Special Resolutions

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

1. That, subject to the passing of Resolution 9, the Directors be given power to allot equity securities (as defined in Section 560 of the Act) for cash and/or to sell ordinary shares held by the Company as treasury shares for cash as if the pre-emption provisions of Section 561 of the said Act do not apply to such allotment or sale. The power shall be limited to the allotment of equity securities pursuant to the preceding Resolution 9 or sale of treasury shares, up to an aggregate nominal amount of £431,199.71 representing a maximum of 5,707,055 ordinary shares of 75 ⁄ 9 pence each, for the period referred to in Resolution 9, save that the Company shall be entitled to make offers or agreements before the expiry of such power, which would or might require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors shall be entitled to allot equity securities and sell treasury shares pursuant to any such offer or agreement as if the power conferred hereby had not expired.
2. That, subject to the passing of Resolution 9, the Directors be given power, in addition to any power granted under Resolution 10, to allot equity securities (as defined in Section 560 of the Act) for cash under the authority given by Resolution 9 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:
3. 1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £431,199.71 representing a maximum of 5,707,055 ordinary shares of 75 ⁄ 9 pence each; and
   2. used for the purposes of financing (or refinancing, if the authority is to be used within twelve months after 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 this Notice of AGM for the period referred to in Resolution 9, save that the Company shall be entitled to make offers or agreements before the expiry of such power, which would or might require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors shall be entitled to allot equity securities and sell treasury shares pursuant to any such offer or agreement as if the power conferred hereby had not expired.
4. That the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the Act to make market purchases (as defined in Section 693(4) of the Act) of ordinary shares of 75 ⁄ 9 pence each ('ordinary shares') in the capital of the Company provided that:
5. 1. the maximum aggregate number of ordinary shares which may be purchased is 11,414,110;
   2. the minimum price (excluding expenses) which may be paid for each ordinary share is 75 ⁄ 9 pence;
   3. the maximum price (excluding expenses) which may be paid for any ordinary share, is the higher of:
   4. 1. an amount equal to 105 per cent of the average of the middle market quotations of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and

1. 1. 1. an amount equal to the higher of the price of the last independent trade and the highest current independent bid as stipulated by the Commission-adopted Regulatory Technical Standards pursuant to Article 5(6) of the Market Abuse Regulation (EU) No 596/2014 (as such legislation forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018); and
   2. this authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2024 or, if earlier, 30 June 2024, unless such authority is renewed prior to that time (except in relation to the purchase of ordinary shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry).
2. That a General Meeting (other than an Annual General Meeting) may be called on not less than 14 clear days' notice, and that this authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2024.
3. That:
4. 1. with immediate effect, Article 119.2 of the Company's Articles of Association be and hereby is amended by the addition of the words "Unless the ordinary resolution passed in accordance with Article 119.1 directs otherwise," at the beginning of said Article;
   2. at a time determined by the Directors, being no later than
      31 December 2023:
   3. 1. an amount of up to £55,990,046.00, being the full amount standing to the credit of the merger reserve account of the Company as at 31 December 2022 (being the date of the latest audited accounts of the Company); and
      1. an amount of up to £52,963,791.65, being part of the amount standing to the credit of the Company's retained earnings reserve as at 31 December 2022 (being the date of the latest audited accounts of the Company) and attributable to the dividend in specie made to the Company by Computacenter (UK) Limited in December 2020 in respect of shares in Pivot Technology Solutions, Ltd.

shall be capitalised (together the 'Capitalised Amount');

1. notwithstanding the provisions of Article 119.2 of the Company's Articles of Association, the Capitalised Amount shall be applied in paying up in full and at par the relevant number of New Deferred Shares being up to 10,895,383,765 New Deferred Shares, which New Deferred Shares shall be allotted and issued to a nominee appointed by the Company on behalf of the holders of ordinary shares entered in the register of members of the Company at the Capitalisation Record Time (in proportion, as nearly as practicable to the aggregate nominal amount of the ordinary shares held by such holders at the Capitalisation Record Time, subject to such adjustments as the Directors see fit to deal with any fractional entitlements);
2. in accordance with section 551 of the Companies Act 2006, the Directors be and are hereby generally and unconditionally authorised to allot New Deferred Shares up to an aggregate nominal value of £108,953,837.65, in accordance with section c. of this resolution or otherwise, such authority to expire on
   1 January 2024, and to be in addition and without prejudice to any authority under the said section 551 previously granted and in force on the date on which this resolution is passed; and

COMPUTACENTER PLC

NOTICE OF ANNUAL GENERAL MEETING 2023

1. the Directors be and are hereby authorised to do all such acts and things as they may, in their absolute discretion, consider necessary or expedient to give effect to such capitalisation, the allotment and issue of the New Deferred Shares and all associated matters,

and for the purposes of this resolution,

'Capitalisation Record Time' means 6.30pm on the day before the date of the hearing of the High Court of Justice in England and Wales to confirm the reductions of capital pursuant to Resolution 15 and Resolution 16; and

'New Deferred Shares' means deferred shares of £0.01 each in the capital of the Company, having the following rights and restrictions:

1. the holders of the New Deferred Shares shall not be entitled in their capacity as holders of such shares to receive any dividend or other distribution of the Company, and the New Deferred Shares shall confer no right to participate in the profits of the Company;
2. on a return of capital on a winding-up, there shall be paid to the holders of the New Deferred Shares only the nominal capital paid up, or credited as paid up, on such New Deferred Shares, and only after paying to the holders of the ordinary shares the nominal capital paid up or credited as paid up on the ordinary shares held by them respectively together with the sum of £1,000,000 on each ordinary share;
3. the holders of the New Deferred Shares shall not be entitled to any further right of participation in the assets of the Company;
4. the holders of New Deferred Shares shall not be entitled in their capacity as holders of such shares to receive notice of, attend, speak at or vote at any general meeting of the Company;
5. the New Deferred Shares shall not be listed or traded on any stock exchange nor shall any share certificates be issued in respect of such shares, and the New Deferred Shares shall be non-transferable except with the written consent of the Directors;
6. the Company may from time to time create, allot and issue further shares, whether ranking pari passu with or in priority to the New Deferred Shares, and on such creation, allotment or issue, any such further shares (whether or not ranking in any respect in priority to the New Deferred Shares) shall be treated as being in accordance with the rights attaching to the New Deferred Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of the New Deferred Shares;
7. any reduction of the capital paid up on the New Deferred Shares and/or the cancellation of the New Deferred Shares (with or without payment in respect thereof) shall be in accordance with the rights attaching to the New Deferred Shares and shall not involve a variation of such rights for any purpose; and
8. without prejudice to paragraphs (vi) and (vii) above, the Company is authorised to reduce or cancel (or purchase shares in) its capital of any class or classes and such reduction or cancellation (or purchase) shall not involve a variation of any rights attaching to the New Deferred Shares for any purpose or require the consent of the holders of the New Deferred Shares.