GB : Notice of AGM 2023

This document is important and requires your immediate attention.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice from a stockbroker, solicitor, accountant or other independent advisor duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your ordinary shares in GB Group PLC, please forward this Notice of Annual General Meeting together with the accompanying documents to the purchaser or transferee or to the person who arranged the sale or transfer so they can forward the documents on to the person who now holds the shares.

GB Group PLC

Notice of 2023 Annual General Meeting (the 'AGM')

To be held at the registered office of GB Group PLC, The Foundation, Herons Way, Chester Business Park, Chester, CH4 9GB on Thursday 20 July 2023 at 10:00 am.

The Foundation, Herons Way,

Chester Business Park, Chester CH4 9GB, UK

+44 (0)1244 657333 | GBGplc.com

Registered office as above. Registered in England and Wales number 2415211. VAT number 539 7162 18.

GBG Notice of Annual General Meeting 2023

Letter to Shareholder

Dear Shareholder

I am pleased to invite you to the 2023 AGM of GB Group PLC (the 'Company' or 'GBG') which will be held at 10:00 am on Thursday 20 July 2023 in our registered office at The Foundation, Herons Way, Chester Business Park, Chester, CH4 9GB.

I am also pleased to advise you that GBG's Annual Report and Accounts 2023 (the 'Annual Report and Accounts') has now been published and is available on our website.

Attendance at the AGM

For the past two years GBG has offered shareholders the opportunity to either attend in person or join via electronic means. Whilst our intention was to give every shareholder better access to and easier communication with the Board of Directors, in reality we had very low attendance via the electronic platform.

This year, when considering the costs involved in holding a 'hybrid' meeting, we made a decision to revert to an 'in person only' meeting at our registered office in Chester. We will, of course, keep this under review and seek to respond to shareholder feedback in this area for future meetings.

We consider the AGM to be an important event in our calendar and a significant opportunity for the Board of Directors to engage with our shareholders, so we do hope that you will take this opportunity to join us in person and to engage and share your views with us.

Whether or not you intend to attend the AGM, we would encourage you to appoint the Chair of the AGM as your proxy in advance to ensure that your vote is counted.

If your intention is to attend, the Board kindly requests that you pre-register your intention to do so by emailing Governance@gbgplc.com with your full name and address, and using the email subject "AGM 2023" by midday on Wednesday, 19 July 2023. A failure to do so will not preclude you from attending or participating in the meeting.

Further information on the AGM, the location of the venue and how to get there can be found on page 13 of this Notice of AGM.

Questions at the AGM

The Company strongly encourages shareholders to submit in advance any questions they would like to have answered at the AGM by emailing them to Governance@gbgplc.com, so as to be received by midday on Wednesday, 19 July 2023. A transcript of questions asked and answers given during the AGM will be available on our website as soon as practicable after the AGM. Shareholders attending the AGM may ask questions at the AGM whether or not their questions have been submitted in advance.

Voting at the AGM

Your vote is important to us. We strongly encourage you to vote on all resolutions electronically or to submit a proxy in advance of the meeting, whether or not you intend to, or are ultimately able to, attend in person.

Voting on the resolutions proposed at the AGM ('Resolutions') will be by way of a poll. The ways to vote, in advance of or at the AGM, are as follows:

1. Register your vote electronically in advance of the AGM by logging on to the website of our registrar, Equiniti Limited ('Registrar' or 'Equiniti') sharevote.co.uk or via the 'CREST' electronic proxy service. If you have already registered with the Registrar's online portfolio service: Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk and following the instructions. Please note that votes submitted electronically in this manner should be submitted by 10:00 am on Tuesday, 18 July 2023.
2. Appoint a proxy by post, by completing the form of proxy enclosed with this AGM notice and returning it in the pre-paid envelope provided. We must receive your proxy form by 10:00 am on Tuesday, 18 July 2023. Further details relating to voting by proxy are set out in notes 1 to 4 on page 10 of this document. Shareholders who wish to appoint a proxy are recommended to appoint the Chair of the meeting as their proxy.

The results of the voting will be announced through the Regulatory News Service of the London Stock Exchange and will be published on our website as soon as reasonably practicable after the AGM.

Resolutions to allow Directors authority to allot shares and to disapply pre-emption rights

At the 2022 Annual General Meeting, resolutions 12 (Directors' Authority to Allot Shares), 13 (Disapplication of Pre-emption Rights - General) and 14 (Disapplication of Pre-emption Rights - Specific) each received less than 70% of votes cast in favour. As a result, prior to this year's AGM the Board has consulted and engaged with shareholders to understand and discuss their views and concerns with respect to their voting in respect of these resolutions, which were within the Investment Association's Share Capital Guidelines and PreEmption Group's Statement of Principles on the Disapplication of Pre-Emption Rights current at the time.

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GBG Notice of Annual General Meeting 2023

While these resolutions are considered routine for UK listed companies, through its discussion with shareholders the Board was made aware that some investors voted against these resolutions primarily due to the acquisition of Acuant (November 2021) being funded through a cashbox placing. Through such a mechanism, the Company was able to move at pace in order to raise the funds required to complete a strategically important acquisition.

In November 2022, the Pre-Emption Group updated its guidance and published its Statement of Principles on Disapplying Pre-emption Rights (the '2022 Guidelines'), which now allows for the annual disapplication of pre-emption rights to include (1) up to 10 per cent of issued ordinary share capital to be issued for cash on an unrestricted basis and (2) up to an additional 10 per cent of issued ordinary share capital to be used for either "an acquisition or specified capital investment" and (3) an additional 2 per cent of the Company's issued share capital for the purposes of making a "follow on" offer to retail investors and existing shareholders. The Pre-Emption Group, in its 2015 Statement of Principles on Disapplying Pre-Emption Rights (the '2015 Guidelines') previously recommended the disapplication of pre-emption rights on a 5 per cent + 5 per cent basis.

The Board continues to consider that the flexibility afforded by these disapplication authorities is in the best interests of the Company and its shareholders. Whilst the Board acknowledges the new 2022 Guidelines, taking into account the feedback received from shareholders during 2022, the Board considers it appropriate to seek the approval of these disapplication authorities pursuant to recommendations of the 2015 Guidelines, which is up to the previous limits of up to 5 per cent of issued ordinary share capital on an unrestricted basis, plus up to an additional 5 per cent for acquisitions or specified capital investments (as it has in previous years). This year, the Board has, therefore, decided not to adopt the increased limits provided by the 2022 Guidelines. The views of all shareholders are important to the Company, and the Board is committed to maintaining ongoing engagement with its shareholders.

Board changes during the year

There have been two changes to the Board during the year. Following the retirement of David Rasche, I joined the Board as Chair in September 2022 and despite being appointed by shareholders at the 2022 AGM, I will put myself forward for appointment by shareholders at this year's AGM in accordance with the Company's Articles of Association.

In addition, Nick Brown retired from the Board in March 2023. Whilst Nick stepped down from his Board duties, he continues to be available to the Company until 30 September 2023.

Voting recommendations

The Board of Directors are of the opinion that all Resolutions which are to be put to the 2023 AGM are in the best interests of the Company and its shareholders as a whole and, accordingly, unanimously recommend that you vote in favour of all the Resolutions as they intend to do in respect of their own shareholdings (other than in respect of those matters in which they are interested).

I would like to take this opportunity to thank you for your continued support and look forward to seeing you at the AGM.

Yours faithfully

Richard Longdon

Chair of the Board

GB Group PLC

26 June 2023

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GBG Notice of Annual General Meeting 2023

Explanatory notes to the Resolutions

There are a number of formal matters to be dealt with at the AGM and formal notice of the AGM ('Notice') is set out on pages 7 to 9 of this document.

The explanatory notes that follow form part of the Notice and provide important information regarding the items of business to be considered at the AGM. Should you need any further clarification on the resolutions proposed, please contact Governance@gbgplc.com.

Resolutions 1 to 9 (inclusive) are proposed as ordinary resolutions. This means that for each of these Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution. Resolutions 10 to 12 (inclusive) are proposed as special resolutions. This means that for each of these Resolutions to be passed, at least three quarters of the votes cast must be in favour of the Resolution.

RESOLUTION 1: ANNUAL REPORT AND ACCOUNTS

For each financial year, the Directors must present the Company's Annual Report and Accounts to shareholders at the AGM. The reports of the Directors (including the Strategic Report), the report of the Company's auditor and the financial statements are contained within the Annual Report and Accounts.

RESOLUTION 2: DECLARATION OF FINAL DIVIDEND AND DIVIDEND REINVESTMENT PLAN

Subject to the final dividend, set out in Resolution 2 of the Notice, being approved by the Company's shareholders, the final dividend will be paid on 3 August 2023 to ordinary shareholders whose names appear on the register of members at the close of business on 23 June 2023. As in previous years, the Company will make a Dividend Reinvestment Plan ('DRIP') available. Under the DRIP, shareholders can elect to receive shares at market value on the dividend payment date as opposed to receiving their cash dividend. The DRIP is administered by the Registrar. Shareholders wishing to participate in the DRIP (who have not already elected to do so) should contact the Registrar on +44 (0) 371 384 2365. Shareholders who elect to receive shares under the DRIP will receive their shares within 20 business days of the election date.

RESOLUTIONS 3, 4 AND 5: APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

In accordance with the Articles of Association, a Director is required to stand for re-appointment at least once every three years. Accordingly, Christopher Graham Clark (Chief Executive) and Natalie Lea Gammon (Non-Executive Director) having been appointed at the 2020 Annual General Meeting and being eligible, will retire and offer themselves for re-appointment at this year's AGM.

In addition, Richard Longdon is also standing for appointment as a Director of the Company. In line with corporate governance best practice, Richard was appointed by shareholders at the 2022 Annual General Meeting prior to his formal appointment by the Board of Directors in September 2022. Pursuant to the Company's Articles of Association, where any Director is appointed by the Board of Directors, they are required to stand for appointment at the next Annual General Meeting of the Company.

The Board of Directors, led by the Chair, has considered Chris, Richard and Natalie's skills and commitment and has concluded that each of them makes positive and effective contributions to the meetings of the Board and the Committees on which they sit. This view was supported by feedback received following the completion of the annual Board and Committee evaluation. Further, the Board of Directors are satisfied that Natalie, as a Non-Executive Director, remains independent in character and judgement.

Biographical information in relation to each of the Directors is shown on page 12 of the Notice and can also be found on the Company's website.

The Board of Directors believe this information is sufficient to enable shareholders to make an informed decision about Chris and Natalie's re-appointment and Richard's appointment.

RESOLUTION 6: DIRECTORS' REMUNERATION REPORT

Resolution 6 is an advisory vote to approve the Report on Directors' Remuneration for the financial year ended 31 March 2023 which is set out on pages 86 to 90 of the Annual Report and Accounts.

RESOLUTION 7: APPOINTMENT OF AUDITOR

Following a thorough auditor tender process, the Audit and Risk Committee has recommended the appointment of PWC as the Company's external auditor, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

Ernst & Young LLP has performed the role of external auditor for this financial year and will cease to hold office at the conclusion of the AGM.

RESOLUTION 8: AUDITOR'S REMUNERATION:

Resolution 8 proposes that the Audit and Risk Committee be authorised to agree the auditor's remuneration. In practice, and in accordance with governance best practice, the Audit and Risk Committee considers and approves audit fees on behalf of the Board. Details of the remuneration paid to the auditor for the year ended 31 March 2023 (including non-audit fees) are set out in Note 6 of the Annual Report and Accounts (page 134).

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GBG Notice of Annual General Meeting 2023

RESOLUTION 9: RENEWAL OF AUTHORITY TO ALLOT SHARES

An ordinary resolution will be put to shareholders pursuant to Section 551 of the Companies Act 2006, to authorise the Directors to allot relevant securities in the Company and to grant rights to subscribe for or to convert any security into shares in the Company. During 2022, the Board reviewed the appropriate level of authority to allot shares to maintain future flexibility for the Company, and took into account the perspectives of shareholders who were unable to support an authority to allot up to two-thirds of issued share capital as sought at our 2022 Annual General Meeting.

Paragraph (a)(i) of Resolution 9, if passed, would give the Directors the authority to allot shares or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £2,104,252 which represents approximately one third 33.3 per cent of the existing issued share capital of the Company as at 20 June 2023 (the latest practicable date prior to publication of this Notice), which is in line with the Investment Association's Share Capital Management Guidelines issued in February 2023 (the 'IA Guidelines').

Paragraph (a)(ii) of Resolution 9, if passed, would give the Directors authority to allot shares or grant rights to subscribe for or to convert any security into shares in the Company in connection with an offer by way of a rights issue in favour of existing shareholders in proportion (as nearly as may be practicable) to their existing shareholdings, up to an aggregate nominal amount of £4,208,504 representing approximately two thirds 66.6 per cent of the Company's existing issued share capital and calculated as at 20 June 2023 (the latest practicable date prior to publication of this Notice) as reduced by the nominal amount of any shares issued under paragraph (a)(i) of Resolution 9. The Directors acknowledge the IA Guidelines, which updated the previous guidelines issued by the Investment Association in 2016 to incorporate all fully pre-emptive offers, not just full pre-emptive rights issues. However, the Directors have decided that they will continue to limit paragraph (a)(ii) of Resolution 9 to rights issues only in line with past practice, but will keep emerging market practice under review.

Except for the allotment of relevant securities pursuant to the exercise of share options, the Directors have no present intention of issuing any shares. However, it is considered prudent to maintain the flexibility that this authority provides. This authority will expire at the end of the next annual general meeting or, if earlier, 15 months from the passing of this Resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

RESOLUTIONS 10 AND 11: DISAPPLICATION OF PRE-EMPTION RIGHTS

If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), the Companies Act 2006 requires that these securities are offered first to shareholders in proportion to their existing holdings.

In light of the Company's acquisition strategy, the Board considers it desirable to have flexibility permitted by institutional guidelines to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing shareholders.

This cannot be done unless the shareholders have first waived their pre-emption rights and empowered the Directors to do so. These special resolutions are therefore proposed to seek such a waiver. The Directors have no present intention to exercise these powers.

Resolution 10 would be limited to: (a) allotments or sales for cash in connection with a rights issue or similar pre-emptive offer and offers to holders of other equity securities if required by the rights of those shares; or (b) up to a maximum aggregate nominal amount of £315,638 which represents 5 per cent of the issued ordinary share capital of the Company as at 20 June 2023 (the latest practicable date prior to publication of this Notice) and which could be used for any purpose.

Resolution 11 additionally authorises the Directors to allot new shares (or sell treasury shares) for cash pursuant to the authority given by Resolution 9, without the shares first being offered to existing shareholders in proportion to their existing holdings, in connection with the financing (or refinancing, if the authority is to be used within six months after the original transaction) of an acquisition or a specified capital investment as defined in the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights. The power under Resolution 11 is limited to an aggregate nominal amount of £315,638 which represents a further 5 per cent of the issued ordinary share capital of the Company as at 20 June 2023 (the latest practicable date prior to publication of this Notice).

These powers will expire on the date of the next annual general meeting of the Company (or, if earlier, 15 months from the passing of each Resolution) save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the powers conferred hereby had not expired.

This year the Directors will have due regard to the Pre-Emption Group 2015 Statement of Principles on Disapplying Pre-emption Rights (the '2015 Guidelines') in relation to any exercise of these powers. The figures of five per cent of the issued ordinary share capital of the Company set out in each of Resolutions 10 and 11 reflect the 2015 Guidelines.

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