THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS THE RESOLUTIONS TO BE VOTED ON AT THE COMPANY'S ANNUAL GENERAL MEETING TO BE HELD ON 18 MAY 2023.

If you are in any doubt as to what action you should take, you are recommended to seek your own advice from an appropriate professional adviser who is authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Ordinary Shares in Genuit Group plc (the "Company"), please send this document as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

GENUIT GROUP PLC

(Incorporated and registered in England and Wales with no. 06059130)

NOTICE OF ANNUAL GENERAL MEETING

The ninth Annual General Meeting ("AGM") of the Company will be held on Thursday 18 May 2023 at the offices of Genuit Group plc, 4 Victoria Place, Holbeck, Leeds LS11 5AE, United Kingdom at 10.30am.

In order to be valid, your votes must be cast either online, via the LinkVote+ app, or by completing and returning a hard copy Form of Proxy, by no later than 10.30am on Tuesday 16 May 2023.

Genuit Group plc

Annual General Meeting 2023

Notice of Annual General Meeting

Dear Shareholder,

The AGM is an important event in our corporate calendar and is the Board's opportunity to engage with shareholders and to listen and respond to your questions.

The formal Notice of Meeting is on pages 2 to 3. An explanation of each of the resolutions to be proposed at the AGM is set out on pages 4 to 6.

In order to make voting easier for shareholders and to reduce our environmental impact, the Company does not provide a paper Form of Proxy for its AGM and, accordingly, you are requested to vote online instead. You can vote by (i) logging on to our registrar's website at www.signalshares.com and following the instructions,

  1. via the LinkVote+ app, or (iii) you may request a hard copy Form of Proxy directly from our Registrars (contact details are set out on page 7). If you have requested a printed copy of the 2022 Annual Report and Accounts, this is also enclosed.

If you requested to receive the 2022 Annual Report and Accounts electronically or did not return the election letter previously sent to you, please accept this letter as notification that the 2022 Annual Report and Accounts has now been published on our website at www.genuitgroup.com.

Your vote is important to us. The Board requests shareholders to vote on all resolutions by completing and submitting an online Form of Proxy. Further details of how to vote by proxy or via the LinkVote+ app are set out in the Administrative Notes in connection with the AGM on pages 7 to 10. In order to be valid, your votes must be cast either online, or by completing and returning a hard copy Form of Proxy, by no later than 10.30am on Tuesday 16 May 2023.

Questions and Answers

Shareholders can also submit any specific questions on the business of the AGM and resolutions to the Board in advance of and during the AGM by email to company.secretary@genuitgroup.com by no later than 5.00pm on 17 May 2023. We will consider all questions received and, if appropriate, address them immediately following the formal business of the AGM.

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Annual General Meeting 2023

Where it is not possible to answer any of the questions submitted prior to and during the AGM (for example, due to time constraints), the Directors will endeavour, where appropriate, to answer such questions by publishing responses on the Company's website at www.genuitgroup.com as soon as practicable following the AGM.

The results of the AGM will be published via

a regulatory news service as soon as possible after the meeting and will also be published on our website.

Recommendation

The Directors have proposed Mark Hammond for re-election, noting that Provision 10 of the UK Corporate Governance Code suggests that where a non-executive director has served on a board for more than nine-years, this could appear to impair the director's independence. Given the changes to the Board during the 2022 financial year and Mark's experience on the Board of Genuit Group plc, it is paramount that a successor to Mark has the benefit of an effective and well-informed handover. The Board therefore confirms that it is of the view that Mark remains an independent, Non-Executive Director of the Board and that his nine-year tenure does not impair his ability to challenge independently.

Your Directors believe that all resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and we unanimously recommend that you vote in favour of them, as we propose to do in respect of our own shareholdings.

We would like to remind you that, as previously notified, dividend payments will now only be made by electronic means. Dividend confirmations will be available on the Share Portal at www.signalshares.com. If you have any queries in relation to this, please contact the Shareholder Support Centre of our Registrar, Link Group, on 0371 664 0300.

The Directors and I look forward to meeting as many of you as possible at the AGM and we thank you for your continued support.

Yours faithfully

Kevin Boyd

Chair

Notice of 2023 Annual General Meeting

Notice is hereby given that the Annual General Meeting ("AGM") of Genuit Group plc (the "Company") will be held at 4 Victoria Place, Holbeck, Leeds, LS11 5AE, United Kingdom on Thursday 18 May 2023 at 10.30am. At the AGM, you will be asked to consider and vote on the resolutions below. Resolutions 1 to 13 will be proposed as ordinary resolutions and resolutions 14 to 17 will be proposed as special resolutions.

Ordinary resolutions

Resolution 1

To receive the Company's financial statements for the year ended 31 December 2022 together with the Directors' Report and the Auditor's Report on these accounts (the "2022 Annual Report and Accounts").

Resolution 2

To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 December 2022, set out on pages 101 to 103 and 114 to 126 of the 2022 Annual Report and Accounts.

Resolution 3

To declare a final dividend of 8.2 pence per ordinary share of £0.001 each in the Company ("Ordinary Share") for the year ended 31 December 2022.

Resolution 4

To elect Mr Shatish Dasani as a Director of the Company.

Resolution 5

To re-elect Mr Joe Vorih as a Director of the Company.

Resolution 6

To re-elect Mr Paul James as a Director of the Company.

Resolution 7

To re-elect Mr Kevin Boyd as a Director of the Company.

Resolution 8

To re-elect Mr Mark Hammond as a Director of the Company.

Resolution 9

To re-elect Ms Louise Brooke-Smith as a Director of the Company.

Resolution 10

To re-elect Ms Lisa Scenna as a Director of the Company.

Resolution 11

To reappoint Ernst & Young LLP as auditor of the Company, to hold office until the conclusion of the next AGM of the Company.

Resolution 12

To authorise the Audit Committee of the Company to determine the auditor's remuneration.

Resolution 13

THAT the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies

Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company (together 'relevant securities') up to an aggregate nominal amount of £166,113.25 comprising:

  1. an aggregate nominal amount of £83,056.62 (whether in connection with the same offer or issue as under (b) below or otherwise); and
  2. an aggregate nominal amount of £83,056.62, in the form of equity securities (within the meaning of section 560(1) of the Act) in connection with an offer by way of a rights issue, open offer or otherwise open for acceptance for a period fixed by the Directors, to holders of Ordinary Shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of Ordinary Shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.

This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of fifteen months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 2024, except that the Company may before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if such authority had not expired.

Special resolutions

Resolution 14

THAT, subject to the passing of resolution 13, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) 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 Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited to:

  1. any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the Directors, to holders of Ordinary Shares (other than the Company) on the register of any record date fixed by the Directors in proportion (as nearly
    as may be practicable) to the respective numbers of Ordinary Shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever;

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Genuit Group plc

Annual General Meeting 2023

  1. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £24,916.99; and
  2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph
    (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of fifteen months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 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 offer or agreement as if the authority had not expired.

Resolution 15

THAT, subject to the passing of resolution 13, the Directors be authorised, in addition to any authority granted under resolution 14 to allot equity securities (as defined in the Companies Act 2006) 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 Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

  1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £24,916.99, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors of the Company determine to be either an acquisition or a specified 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 the date of this notice; and
  2. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

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Annual General Meeting 2023

This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of fifteen months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 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 offer or agreement as if the authority had not expired.

Resolution 16

To authorise the Company generally and unconditionally to make market purchases (as defined in section 693(4) of the Act) of its Ordinary Shares provided that in doing so it:

  1. purchases no more than 37,350,563 Ordinary Shares in aggregate;
  2. pays not less than £0.001 (excluding expenses) per ordinary share; and
  3. pays a price per share that is not more (excluding expenses) per ordinary share than the higher of:
    (i) 5% above the average of the middle market quotations for the Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately before the day on which it purchases that share; and (ii) the value of each Ordinary Share on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid, for an Ordinary Share on the trading venue where the purchase is carried out at the relevant time, including when the Ordinary Shares are traded on different venues.

This authority shall expire fifteen months after the date of the passing of this resolution or, if earlier, at the conclusion of the AGM of the Company to be held in 2024, except that the Company may, if it agrees to purchase Ordinary Shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.

Resolution 17

To authorise the Directors to call a General Meeting of the Company, other than an AGM, on not less than 14 clear days' notice.

The Directors believe that the proposals in resolutions 1 to 17 are in the best interests of shareholders as a whole and they unanimously recommend that you vote in favour of all the resolutions.

By order of the Board

Emma Versluys

Group Legal Counsel & Company Secretary

18 April 2023

Registered Office:

Genuit Group plc 4 Victoria Place Holbeck

Leeds

LS11 5AE

Explanatory Notes to the Notice of Annual General Meeting

The following notes provide an explanation as to why the resolutions set out in the Notice are to be put to shareholders.

Resolutions 1 to 13 are ordinary resolutions. These resolutions will be passed if more than 50% of the votes cast for or against are in favour.

Resolution 1: Financial Statements and Directors' Report The Directors are required by the Act to present to the shareholders of the Company at a General Meeting the reports of the Directors and the auditor, and the audited accounts of the Company, for the financial year ended 31 December 2022. The reports of the Directors and the audited accounts have been approved by the Directors, and the report of the auditor has been approved by the auditor, and a copy of each of these documents may be found

in the 2022 Annual Report and Accounts.

Resolution 2: Directors' Remuneration Report The Act requires the Company to seek shareholder approval of the Remuneration Report on an annual basis. This is sought in resolution 2.

Resolution 3: Final dividend

The Board proposes a final dividend of 8.2 pence per Ordinary Share for the year ended 31 December 2022. If approved, the recommended final dividend will be paid on 24 May 2023 to all shareholders who are on the Register of Members at close of business on 21 April 2023.

Resolution 4: Election of Directors

The Company's Articles of Association require that any Director appointed to the Board since the last AGM shall retire and seek election at the AGM. Shatish Dasani was appointed to the Board on 1 March 2023 and therefore offers himself for election at the AGM.

Biographical information for Shatish Dasani is shown on page 69 of the 2022 Annual Report and Accounts and is also available on the Company's website (www.genuitgroup.com).

Resolutions 5 to 10: Re-election of Directors

The Company's Articles of Association require that each Director appointed to the Board shall retire and seek election every three years at the AGM. However, in accordance with the UK Corporate Governance Code, all of the Directors of the Company will stand for re-election annually. As Matt Pullen will step down from the Board with effect from 28 April 2023, he will not stand for re-election at the AGM,

Biographical information for the Directors is shown on pages 68 to 69 of the 2022 Annual Report and Accounts and is also available on the Company's website (www.genuitgroup.com).

The Directors have proposed Mark Hammond for re-election, noting that Provision 10 of the UK Corporate Governance Code suggests that where a non-executive director has served on a board for more than nine years, this could appear to impair the director's independence. Given the changes to the Board during the 2022 financial year and Mark's experience on the Board of Genuit Group plc, it is paramount that a successor to Mark has the benefit of an effective and well-informed handover. The Board therefore confirms that it is of the view that Mark remains an independent, Non-Executive Director of the Board and that his nine-year tenure does not impair his ability to challenge independently.

Following the recommendation from the Nomination Committee, the Board is satisfied that each of the Directors continues to be effective and demonstrates a commitment to their role, and that each of the Directors continues to be able to dedicate sufficient time to their duties.

Resolution 11: Reappointment of auditor

The Act requires that an auditor is appointed at each General Meeting at which accounts are laid, to hold office until the next such meeting. Resolution 11 seeks shareholder approval for the reappointment of Ernst

  • Young LLP. The Audit Committee keeps under review the independence and objectivity of the external auditor and further information on this can be found in the 2022 Annual Report and Accounts on page 94. After considering the relevant information, the Audit Committee recommended to the Board at its meeting in March 2023 that Ernst & Young LLP be reappointed as auditor of the Company.

Resolution 12: Remuneration of auditor

This resolution gives the Directors authority to determine the remuneration of the auditor for the audit work to be carried out by them in the next financial year. The amount of the remuneration paid to the auditor will be determined by the Audit Committee and will be disclosed in the next audited accounts of the Company.

Resolution 13: Authority to allot Ordinary Shares

The Act provides that the Directors may only allot shares if authorised by shareholders to do so. Resolution 13 will, if passed, authorise the Directors to allot shares and to grant rights to subscribe for, or convert securities into, shares up to a maximum nominal amount of £166,113.25 which represents an amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company as at 12 April 2023 (excluding treasury shares), the latest practicable date prior to the publication of the Notice.

As provided in paragraph (a) of resolution 13, up to half of this authority (equal to one-third of the issued ordinary share capital of the Company) will enable the Directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit.

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Genuit Group plc

Annual General Meeting 2023

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Genuit Group plc published this content on 18 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 April 2023 09:52:09 UTC.