Iomart : Notice of AGM 2022

IOMART GROUP PLC

NOTICE OF 2022 ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000, as amended. If you have sold or otherwise transferred all your shares in iomart Group plc, please forward this document and the accompanying form of proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

IMPORTANT INFORMATION:

The annual general meeting (the "AGM") of the Company is to be held at 10.00 am on 30 August 2022 at the Company's offices at Lister Pavilion, Kelvin Campus, West of Scotland Science Park, Glasgow G20 0SP. As you will see from the formal Notice of AGM set out below, there are a number of items of business to be considered (the "Resolutions") and the purpose of each Resolution to be proposed at the AGM is set out in the "Explanatory Notes" which follow the formal Notice.

We look forward to welcoming shareholders in person at the AGM this year, as permitted by government guidance relating to the Covid-19 pandemic in place at the time of publication of the Notice, but this may be subject to change at short notice. Any changes to the arrangements for the AGM (including, without limitation, as to proxy appointments, attendance, venue, format, the business to be considered or timing, as the case may be) will be communicated to members before the meeting through our website (www.iomart.com) and, where appropriate, via the Regulatory News Service. Please do not attend the AGM in person if you have any symptoms of, or are testing positive, for Covid-19.

A form of proxy for use at the AGM accompanies the Notice. The deadline for submitting proxies is by 10.00 a.m. on 26 August 2022. To be valid, the form of proxy must be completed and returned to Link Group in accordance with paragraphs 1 and 2 of the Notes appended to this notice (or otherwise submitted electronically in accordance with paragraph 3 of the Notes).

NOTICE IS HEREBY GIVEN that the 2022 annual general meeting of iomart Group plc (the "Company") will be held at Lister Pavilion, Kelvin Campus, West of Scotland Science Park, Glasgow G20 0SP on 30 August 2022 at 10.00 am for the purpose of considering and, if thought fit, passing the following resolutions, of which resolutions 1 to 7 (inclusive) will be proposed as ordinary resolutions and resolutions 8 to 10 (inclusive) will be proposed as special resolutions:-

1. To receive and adopt the financial statements of the Company and the directors' and auditors' reports thereon for the year ended 31 March 2022.
2. To approve the report of the board to the members on directors' remuneration for the year ended 31 March 2022.
3. To reappoint Mr Reece Donovan (who retires by rotation and, being eligible, offers himself for re-appointment) as a director of the Company.
4. To reappoint Ms Karyn Lamont (who retires by rotation and, being eligible, offers herself for re-appointment) as a director of the Company.
5. To declare a final dividend for the year ended 31 March 2022 of 3.60p per share payable on 2 September 2022 to shareholders on the register of members at the close of business on 12 August 2022.
6. To reappoint Deloitte LLP, Chartered Accountants, as auditors of the Company from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before shareholders and to authorise the directors to fix the auditors' remuneration.

IOMART GROUP PLC

NOTICE OF 2022 ANNUAL GENERAL MEETING

7 THAT the directors of the Company are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all powers to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

1. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £733,769.10 (including within such limit any shares issued or rights granted under paragraph (b) below) in connection with an offer by way of rights issue:
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings;
   2. to the holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

and subject to such exclusions or other arrangements as the directors consider expedient in relation to fractional entitlements, legal, regulatory or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, any territory, or any other matter; and

1. in any other case up to an aggregate nominal amount of £366,884.55 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph (a) above in excess of £366,884.55),

provided that such authority, unless renewed, varied or revoked by the Company, shall expire on 30 November 2023 or, if earlier, the date of the next annual general meeting of the Company after the passing of this 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 authority conferred hereby had not expired.

This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company but is without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

IOMART GROUP PLC

NOTICE OF 2022 ANNUAL GENERAL MEETING

8 THAT, subject to the passing of resolution 7, the directors of the Company are authorised pursuant to section

570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by resolution 7 and/or to sell ordinary shares held by the Company as treasury shares for cash in each case as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under resolution 7(b), by way of a rights issue only) to:
2. 1. the ordinary shareholders made in proportion (as nearly as may be practicable) to their existing respective holdings; and
   2. to the holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

and 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

1. to the allotment of equity securities pursuant to any authority conferred upon the directors in accordance with and pursuant to article 41 of the articles of association of the Company; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraphs
   (a) and (b) above) up to an aggregate nominal amount of £55,032.68,

such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 November 2023) 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 of directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

9 THAT, subject to the passing of resolution 7, the directors of the Company are authorised in addition to any authority granted under resolution 8 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by resolution 7 and/or to sell ordinary shares held by the Company as treasury shares for cash in each case 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 up to a nominal amount of £55,032.68; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the board of directors of the Company determines 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 the date of this notice,

such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 November 2023) 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 of directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

IOMART GROUP PLC

NOTICE OF 2022 ANNUAL GENERAL MEETING

10 THAT, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of section 693(4) of that Act) of ordinary shares of 1 pence each in the Company provided that:

1. the maximum number of ordinary shares hereby authorised to be purchased is 11,006,536, representing 10% of the Company's issued ordinary share capital as at the latest practicable date prior to the publication of this notice of annual general meeting);
2. the minimum price (exclusive of any expenses) which may be paid for each ordinary share is 1 pence;
3. the maximum price (exclusive of any expenses) which may be paid for each ordinary share shall be not more than 5% above the average of the middle market quotations for an ordinary share on the relevant investment exchange on which the ordinary shares are traded for the five business days immediately preceding the date on which such ordinary share is contracted to be purchased;
4. unless previously revoked or varied, the authority hereby conferred shall expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 November 2023); and
5. the Company may make a contract or contracts for the purchase of ordinary shares under this authority before the expiry of this authority which would or might be executed wholly or partly after the expiry of such authority, and may make purchases of ordinary shares in pursuance of such a contract or contracts, as if such authority had not expired.

By order of the Board

IOMART GROUP PLC

NOTICE OF 2022 ANNUAL GENERAL MEETING

NOTES:

Appointment of Proxy

1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a meeting of the Company. You should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in the notes to the proxy form. A proxy need not be a member of the Company.
2. To be effective (subject to paragraph 3 below), the proxy form, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be deposited at the office of the Company's registrars, PXS, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, not less than 48 hours (excluding weekends and bank holidays) before the time for holding the meeting (i.e. by
   10.00am on Friday 26 August 2022) and if not so deposited shall be invalid.
3. Alternatively, you may instead submit your proxy vote electronically by accessing the shareholder portal at www.signalshares.com, logging in and selecting the 'Vote Online Now' link. You will require your username and password in order to log in and vote. If you have forgotten your username or password you can request a reminder via the shareholder portal. If you have not previously registered to use the portal you will require your investor code ('IVC') which can be found on your share certificate. Proxy votes should be submitted as early as possible and, in any event, not less than 48 hours (excluding weekends and bank holidays) before the time for holding the meeting (i.e. by 10.00am on Friday 26 August 2022) and if not so submitted shall be invalid.

Entitlement to attend and vote

4 Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered in the Company's register of members at:

• close of business on 26 August 2022; or
• if this meeting is adjourned, at close of business on the day two days prior to the adjourned meeting, shall be entitled to attend and vote at the meeting.

Documents on Display

5 Copies of the service contracts and letters of appointment of the directors of the Company will be available:

• for at least 15 minutes prior to the meeting; and
• during the meeting.

Communication

6 Except as provided above, members who wish to communicate with the Company in relation to the meeting should do so by post to the Company's registered office, details of which are below. No other methods of communication will be accepted.