Impellam : Notice of AGM

Impellam Group plc Registered office: 800 The Boulevard Capability Green Luton Bedfordshire LU1 3BA

Registered Number: 6511961

20 May 2022

To: Holders of Ordinary Shares

Dear Shareholder,

Annual General Meeting - Wednesday 29 June 2022

I have pleasure in sending to you the Notice of the Annual General Meeting ("AGM") of Impellam Group plc (the "Company") which is to be held at 3.00pm on Wednesday 29 June 2022 at the offices of Impellam Group plc, 4th Floor, 9 Devonshire Square, London EC2M 4HP.

Ordinary Resolutions

Resolution 1 - Annual Report 2021

Shareholders will be asked to receive and adopt the Company's Annual Report & Financial Statements and the reports of the Directors and the Auditors for the 52 weeks ended 31 December 2021 (the "Annual Report 2021"). A copy of the Annual Report 2021 can be found on the Company's website.

Resolutions 2 to 8 (inclusive) - Re-election of Directors

In accordance with best practice, each of the current Directors of the Company are subject to annual re-election by Shareholders. Accordingly, each of them retires and being eligible, offers themselves for re-election. Biographical details of all current Directors are set out on pages 44 and 45 of the Annual Report 2021.

Resolutions 9 and 10 - Appointment of Auditors and Auditors' remuneration

The Company is required at each AGM to appoint Auditors to hold office until the conclusion of the next AGM. Accordingly, Resolutions 9 and 10 propose the appointment of BDO LLP as Auditors of the Company and authorise the Directors to determine their remuneration.

Resolution 11 - Political donations and political expenditure

The Company does not make and has no intention of changing its current practice of not making, donations to political parties or organisations (and will not do so without specific endorsement of its Shareholders), and there are restrictions under the Companies Act 2006 upon political donations and political expenditure being made or incurred without prior Shareholder authorisation. The restricted activities are given broad meanings by the Companies Act 2006, such that certain expenditure which might be, in the view of the Directors, in the interests of the Company to incur would be prohibited (such as expenditure for the purposes of communicating the Company's views to political audiences and relevant interest groups). To allow the Directors to comply with the Companies Act 2006 and to act in the interests of the Company, a Resolution will be proposed which would give the Directors authority to make political donations or incur political expenditure in an aggregate amount not exceeding £50,000 in the period ending on 30 June 2023 or the conclusion of the 2023 AGM (whichever is the earlier). This Resolution also covers any political donations made, or any political expenditure incurred by, any subsidiaries of the Company.

2Impellam Group plc

Resolution 12 - Authority to allot shares

The existing power granted to the Directors to allot shares will expire on the conclusion of the AGM on Wednesday 29 June

2022. Accordingly, a Resolution will be proposed to renew the Directors' authority to allot:

1. in relation to a pre-emptive rights issue only, shares up to a maximum nominal amount of £300,896 (which represents approximately two-thirds of the Company's issued share capital as at 17 May 2022, being the last practicable date prior to the date of this document). This maximum is reduced by the nominal amount of any shares allotted under the authority set out in paragraph 12(b); and
2. in any other case, shares up to a maximum nominal amount of £150,448 (which represents approximately one-third of the Company's issued share capital as at 17 May 2022, being the last practicable date prior to the date of this document). This maximum amount is reduced by the nominal amount of any shares allotted under the authority set out in 12(a) in excess of £150,448.

This authority will expire at the earlier of the conclusion of the 2023 AGM and 30 June 2023. The Directors do not have any current intention to exercise this general authority, however, the Directors consider it appropriate to maintain the flexibility that this authority provides. It is intended to renew this authority at successive AGMs.

As at the last practicable date prior to the date of this document, the Company does not hold any shares as treasury shares within the meaning of section 724 of the Companies Act 2006.

Special Resolutions

Resolution 13 - Disapplication of statutory pre-emption rights

In addition to Resolution 12, a Resolution will be proposed to renew the Directors' powers to allot shares for cash up to an aggregate nominal amount of £45,134 (being 10 per cent of the nominal value of the Company's issued ordinary share capital as at 17 May 2022, being the last practicable date prior to the date of this document) without first offering such shares to existing Shareholders. The Resolution also enables the Company, in the event of a rights issue, to meet certain practical difficulties which may arise in connection with fractional entitlements or in respect of overseas Shareholders as a result of local laws and which prevent shares from being issued strictly pro rata. This authority will expire at the earlier of the conclusion of the 2023 AGM and 30 June 2023. The Directors do not have any current intention to exercise this power, however, the Directors consider it appropriate to maintain the flexibility that this power provides. It is intended to renew this power at successive AGMs.

Resolution 14 - Purchase of own shares

The Directors consider that it would be beneficial to the Company if, in certain circumstances, the Company had the power to continue to purchase its own Ordinary Shares. The current authority given in the 2021 AGM for the Company to purchase Ordinary Shares will expire on the conclusion of the AGM on Wednesday 29 June 2022. The Directors will only exercise this power if they are satisfied, after careful consideration, that it is in the best interests of shareholders and the Company. Furthermore, account will be taken of the overall financial implications for the Company of exercising this authority. If such purchases were made, the Company would be able to do either or a combination of the following:

1. cancel the purchased Ordinary Shares so reducing the total number of Ordinary Shares in issue; or
2. where the shares were purchased out of distributable profits, subject to certain limitations, hold them as treasury shares.

Treasury shares themselves may be cancelled, sold for cash or transferred for the purposes of the Company's employee share schemes. The statutory pre-emption rights apply to a sale of treasury shares for cash and the disapplication of the statutory pre-emption rights in Resolution 13 includes, within the pre-emption disapplication amount, any sales of treasury shares for cash which may occur.

Therefore, a further Resolution will be proposed at the AGM to authorise the Directors to purchase up to a maximum of 4,513,446 Ordinary Shares, being 10 per cent of the issued Ordinary Share capital of the Company as at 17 May 2022 (the last practicable date prior to the date of this document), and which provides that the maximum price per Ordinary Share payable on any exercise of the authority shall not be more than the higher of (i) 10 per cent above the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange's Daily Official List for the five business days prior to making any purchase; and (ii) the higher of the price for the last independent trade of and the highest current independent bid for an Ordinary Share on the London Stock Exchange's AIM market. The minimum price payable shall be 1 pence per Ordinary Share, being the nominal value of an Ordinary Share. For this purpose both the maximum and minimum prices permitted to be paid are exclusive of expenses. This authority will expire at the earlier of the conclusion of the 2023 AGM, when the Directors intend to seek renewal of the authority, and 30 June 2023.

Action to be taken

We strongly encourage shareholders to submit their proxy appointment and voting instructions electronically on the resolutions or complete, sign and return a form of proxy. To be valid, your online proxy appointment or the form of proxy must be lodged with the Company's registrars by no later than 3.00pm on Monday 27 June 2022 or, if the meeting is adjourned, no later than 48 hours before the time fixed for the adjourned meeting.

We are not sending hard copy proxy forms to all shareholders, however these are available on request from the registrar. We encourage shareholders to give their instructions electronically via the registrar's website: www.signalshares.com. Alternatively, Link Group, the company's registrar, has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment 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.

If your shares are held in CREST, you may give instructions electronically via CREST as detailed in the notes to the Notice of Annual General Meeting on page 7. Alternatively, a hard copy form of proxy may be requested from Link Group on 0371 664 0391 if calling from the United Kingdom, or +44 (0) 371 664 0391 if calling from outside of the United Kingdom, or email Link at enquiries@linkgroup.co.uk. Calls will be charged at local rate. Calls outside the United Kingdom will be charged at the applicable international rate. The lines are open between 9.00am - 5.30pm, Monday to Friday, excluding weekends and public holidays in England and Wales. The completed hard copy form of proxy should be returned to the address shown on the form.

Recommendation

All of the Directors consider that the Resolutions to be considered at the AGM are in the best interests of the Company and of the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of all the Resolutions to be proposed at the AGM, as they intend to do in respect of their own beneficial holdings, amounting in aggregate to 2,452,325 Ordinary Shares, representing approximately 5.43 per cent of the issued ordinary share capital of the Company

Yours faithfully,

Lord Ashcroft KCMG PC

Chairman

4Impellam Group plc

Notice of Annual General Meeting

Notice is hereby given that the thirteenth Annual General Meeting of Impellam Group plc will be held at the offices of Impellam Group plc, 4th Floor, 9 Devonshire Square, London EC2M 4HP at 3.00pm on Wednesday 29 June 2022 for the following purposes:

Ordinary Resolutions

To consider and, if thought fit, to pass the following Resolutions as Ordinary Resolutions:

1. That the Company's Annual Report and Financial Statements and the reports of the Directors and the Auditors for the 52 weeks ended 31 December 2021 (the "2021 Accounts") be received, considered and adopted.
2. That Lord Ashcroft KCMG PC be re-elected as a Director of the Company.
3. That Julia Robertson be re-elected as a Director of the Company.
4. That Timothy Briant be re-elected as a Director of the Company.
5. That Angela Entwistle be re-elected as a Director of the Company.
6. That Mike Ettling be re-elected as a Director of the Company.
7. That Michael Laurie be re-elected as a Director of the Company.
8. That Baroness Stowell of Beeston be re-elected as a Director of the Company.
9. That BDO LLP be appointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.
10. That the Directors be authorised to determine the remuneration of the Auditors.
11. That, in accordance with section 366 of the Companies Act 2006 (the "2006 Act"), the Company and any company which is, or becomes, a subsidiary of the Company during the period to which this Resolution relates be and is hereby authorised to:
12. 1. make donations to political parties and/or independent election candidates;
    2. make donations to political organisations other than political parties; and
    3. incur political expenditure, up to an aggregate amount of £50,000, and the amount authorised under each of paragraphs (a) to (c) shall also be limited to such amount, during the period commencing on the date of this Resolution and ending on the earlier of the conclusion of the 2023 Annual General Meeting of the Company and 30 June 2023. Any terms used in this Resolution 11 which are defined in the 2006 Act shall bear the same meaning for the purposes of this Resolution 11.
13. That for the purposes of section 551 of the Companies Act 2006 (the "2006 Act") the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot equity securities (within the meaning of section 560 of the 2006 Act) in the Company or grant rights to subscribe for or convert any security into equity securities in the Company ("Relevant Securities"):
14. 1. up to an aggregate nominal amount of £300,896 (such amount to be reduced by the nominal amount of any Relevant Securities allotted pursuant to the authority in paragraph 12(b) below) in connection with an offer by way of a rights issue to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
    2. in any other case, up to an aggregate nominal amount of £150,448 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph 12(a) above in excess of £150,448),

provided that this authority shall, unless renewed, varied or revoked by the Company in a general meeting, expire at the earlier of the conclusion of the 2023 Annual General Meeting and 30 June 2023, provided that the Company may before such expiry make offers or agreements which would or might require Relevant Securities to be allotted and the Directors may allot Relevant Securities in pursuance of such offer or agreements as if such authority had not expired or been revoked or varied.