Fulcrum Utility Services : Notice of 2023 AGM

Fulcrum Utility Services Limited Annual General Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your st ockbroker or other independent adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares or Depository Interests in Fulcrum Utility Services Limited, please forward this document as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares or Depository Interests.

FULCRUM UTILITY SERVICES LIMITED

(Incorporated in the Cayman Islands with registered number 234240)

Notice of Annual General Meeting

Notice of the AGM to be held at the offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell Street, London, EC1Y 4AG , at 12.00 p.m (or as soon thereafter as the General Meeting is concluded or adjourned) on 26 September 2023 is set out on pages 6 to 9 of this document. The action to be taken in respect of the AGM is set out on pages 4 and 5 of this document.

If you are a Shareholder, you will not receive a hard copy Form of Proxy for the AGM. Instead, you can vote electronically using the link www.signalshares.com.Shareholders will need to log into their Signal Shares account, or register if they have not previously done so. To register Shareholders will need to identify themselves with their investor code, which is detailed on their share certificate or is available from the Registrar.

As an alternative to voting online, you can request a hard copy Form of Proxy from the Registrar by emailing shareholderenquiries@linkgroup.co.ukor by telephone on 0371 664 0300 (if you are outside the United Kingdom, please call +44 (0)371 664 0300). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m. (UK time) Monday to Friday excluding public holidays in England and Wales. Hard copy Forms of Proxy must be returned to the Registrar at their address (PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL) by the deadline referred to below.

To be valid, Forms of Proxy must be completed and executed in accordance with the notes to the Notice of AGM, and received by the Registrar by no later than 12.00 p.m. on 22 September 2023. Completion and return of the Form of Proxy, whether online, by requesting and completing a hard copy Form of Proxy, or as otherwise permitted pursuant to the notes to the Notice of AGM, will not preclude you from attending, speaking and voting at the meeting in person if you are able, and wish, to do so.

If you are a holder of Depository Interests, you will not receive a hard copy Form of Direction for the AGM. Instead, you should follow the same procedures outlined above for voting electronically or to request a hard copy Form of Direction. To be valid, Forms of Direction must be completed and executed in accordance with the notes to the Notice of AGM, and received by the Registrar by no later than 12.00 p.m. on 21 September 2023.

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Resolutions 7 and 8: Authority to disapply pre-emption rights:

Resolution 7 seeks Shareholder approval in order to empower the Directors to allot Equity Securities (as defined in the Artic les or, in the event that resolution 2 contained in the Notice of GM is passed at the General Meeting and becomes effective, the New Articles) for cash as if the requirement to make a pre-emptive offer contained in Article 5.5 of the Articles or, in the event that resolution 2 contained in the Notice of GM is passed at the General Meeting and becomes effective, Article 3.5 of the New Articles, did not apply:

1. in relation to any allotment in connection with a rights issue or other pre -emptive offer;
2. up to an aggregate nominal amount of £39,932, being an amount equal to approximately 10% of the issued ordinary share capital of the Company at the date of this letter; and
3. up to an aggregate nominal amount equal to 20% of any allotment of Equity Securities (defined as referred to above) under (ii) above, to be used only for the purposes of a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Principles.

Resolution 8 seeks Shareholder approval in order to empower the Directors to allot Equity Securities (defined as referred to above) for cash as if the requirement to make a pre-emptive offer contained in Article 5.5 of the Articles or, in the event that resolution 2 in the Notice of GM is passed at the General Meeting and becomes effective, Article 3.5 of the New Articles did not apply but only up to an aggregate nominal amount of £39,932, being an amount equal to approximately 10% of the issued ordinary share capital of the Company at the date of this letter, and only if used for transactions which the Directors determine to be an acquisiti on or specified capital investment (in accordance with the Pre-Emption Group Principles), and a further 2% of issued ordinary share capital to be used for making a follow-on offer.

The powers granted by these resolutions will expire on 26 December 2024 or, if earlier, the conclusion of the next annual general meeting of the Company.

Resolution 9: Authority to purchase own shares:

Resolution 9 seeks Shareholder approval in order to authorise the Company to make market purchases of ordinary shares up to a maximum number of 39,931,346. This represents approximately 10% of the issued ordinary share capital of the Company as at the date of this letter, and the Company's exercise of this authority is subject to the stated upper and lower limits on the pric e payable, set out in the resolution.

The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, ot her investment opportunities, appropriate gearing levels and the overall financial position of th e Company.

Pursuant to the Companies Act (2022 Revision) of the Cayman Islands, the Company can hold the shares which have been repurchased as treasury shares and either transfer them, whether or not for valuable consideration, or cancel them. The Direc tors believe that it is desirable for the Company to have this choice and therefore intend to hold any shares purchased under this authority as treasury shares. Holding the repurchased shares as treasury shares will give the Company the ability to transfer th em in the future, and so provide the Company with additional flexibility in the management of its capital base. No dividends will be pa id on, and no voting rights will be exercised in respect of, treasury shares.

Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently transferred out of treasury). If any shares repurchased by the Company are held in tr easury and subsequently transferred out of treasury for the purposes of its employee share schemes, the Company will count those shares towards the limits on the number of new shares which may be issued under such schemes.

The authority granted by this resolution will expire on 26 December 2024 or, if earlier, the conclusion of the next annual general meeting of the Company.

3. Action to be taken at the Annual General Meeting

Shareholders will not receive a hard copy Form of Proxy for use at the AGM and holders of Depository Interests will not receive a hard copy Form of Direction for use at the AGM. Instead, Shareholders can vote electronically and holders of Depository Interests can direct the Depository how to vote on their behalf using the link www.signalshares.com. As an alternative to voting or providing a direction online, hard copy Forms of Proxy and Forms of Direction can be requested from the Registrar by emailing shareholderenquiries@linkgroup.co.ukor by telephone on 0371 664 0300 (if you are outside the United Kingdom, please call +44 (0)371 664 0300).

The Registrar has launched a shareholder app: LinkVote+. It is free to download and use and gives Shareholders and Depository Interest holders the ability to access their shareholding / Depository Interest record at any time and allows users to submit a proxy appointment or direct the Depository how to vote (as applicable) quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

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Form of Proxy

To be valid, Forms of Proxy must be completed and executed in accordance with the notes to the Notice of AGM, and received by the Registrar by no later than 12.00 p.m. on 22 September 2023. Completion and return of a Form of Proxy, whether online, by requesting and completing a hard copy Form of Proxy, or as otherwise permitted pursuant to the notes to the Notice of AGM, will not preclude a Shareholder from attending, speaking and voting in person at the AGM if they are able, and wish, to do so.

Form of Direction

To be valid, Forms of Direction must be completed and executed in accordance with the notes to the Notice of AGM, and received by the Registrar by no later than 12.00 p.m. on 21 September 2023.

CREST members may use the CREST electronic appointment service to submit the Form of Direction in respect of the AGM. The For m of Direction should be submitted to Link Group (RA10) using the procedures described in the CREST Manual. Furthe r details are set out in note (i) to the Notice of AGM.

On receipt of the Form of Direction, the Depository will vote at the AGM on the Depository Interest holder's behalf, as direc ted by the Depository Interest holder in the Form of Direction.

If you are an institutional investor you may also direct the Depository how to vote electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.

4. Recommendation

The Directors consider that all resolutions to be put to the AGM are in the best interests of the Company and the Shareholder s as a whole and are most likely to promote the success of the Company for the benefit of its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all the proposed resolutions, as the Directors intend to do in respect of their own beneficial shareholdings in the Company.

Yours sincerely

Jennifer Babington

Chair and Independent Non-Executive Director

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