Maintel : AGM and General Meetings Document

MAINTEL HOLDINGS PLC

NOTICE OF ANNUAL GENERAL MEETING

Maintel Holdings Plc (the 'Company')

(Registered in England and Wales with no: 03181729)

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 immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Maintel Holdings Plc, please send this document and any accompanying documents as soon as possible to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

Notice of the Annual General Meeting of the Company to be held at its offices at 160 Blackfriars Road, London, SE1 8EZ, on 30 June 2021 at 11:30 am is set out on pages 5 to 8 of this document.

Given the current instructions, as at the date of this Notice, from the UK Government regarding COVID-19, the guidance and restrictions on social contact, public gatherings and non-essential travel, and the uncertainty in respect of the easing of such restrictions, shareholders are strongly advised not to attend the Annual General Meeting. The Company has arranged for a quorum to be present in person at the Annual General Meeting. The Board will look at opportunities to meet with shareholders later in the year when it is possible and safe to do so and will inform shareholders of any such opportunities in due course.

Since shareholders are strongly encouraged not to attend the Annual General Meeting, the Board of Directors encourages shareholders to vote by proxy by completing their Form of Proxy in accordance with the instructions outlined below. The Chairman of the Annual General Meeting will propose that each resolution is voted on via a poll vote, rather than on a show of hands.

Should any shareholder have a question that they would like to put to the Directors, the Board would ask that they email agm2021@maintel.co.uk with their question by 11:30 am on 23 June 2021 at the latest. Questions will be answered via an emailed response from a representative of the Company.

A Form of Proxy for use at the Annual General Meeting is enclosed. To be valid, any instrument appointing a proxy must be received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible but in any event so as to arrive by no later than 11:30 am on 28 June 2021. As an alternative to completing a hard copy Form of Proxy, you can appoint a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy. You will need your Control Number, PIN and Shareholder Reference Number (as printed on your Form of Proxy). For an electronic proxy appointment to be valid, the appointment must be received by the Company's registrar, Computershare, no later than 11:30 am on 28 June 2021 (or, if the Annual General Meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).

To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message.

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MAINTEL HOLDINGS PLC

(Registered in England and Wales with no: 03181729)

This letter accompanies the annual report for the financial year to 31 December 2020 (the "Annual Report") and gives details of the business to be transacted at the Annual General Meeting of the Company (the "AGM").

Covid-19

The United Kingdom, like countries the world over, is currently having to deal with rapidly changing developments caused by the Covid-19 (coronavirus) outbreak. On 2 June 2021, the Company published its full year results for the year ended 31 December 2020 which provided guidance on the potential impact of Covid-19 on our business and outlined the steps we are taking to protect profitability and to conserve cash.

Maintel's key priority in these unprecedented times is the health and safety of our employees, customers, business partners and, of course, our shareholders. We are closely monitoring developments relating to the current outbreak of Covid-19, including the related public health guidance and legislation issued by the UK Government. At the time of publication of this Notice, the UK Government has permitted public gatherings of no more than six people in an indoors setting and social distancing is to continue. It is currently expected that by the date of the AGM the UK Government hopes to be in a position to remove all legal limits on social contact.

However, as at the date of this Notice there is no certainty that all legal limits on social contact will be removed by the UK Government by the date of the AGM, and shareholders are accordingly strongly advised not to attend the AGM this year. The Company will make arrangements such that the legal requirements to hold the meeting will be satisfied through the attendance of a minimum number of shareholders who will ensure that a quorum is present and the format of the meeting will be purely functional. The AGM will comprise of only the formal votes on each resolution set out in the Notice, without any business update or Q&A.

We are implementing the following precautions to ensure that we hold our AGM in a compliant and safe way:

• shareholders and their representatives are advised not to attend the AGM in person;
• instead, all shareholders are encouraged to vote by proxy to ensure that their vote is counted at the AGM either:
• • by appointing a proxy electronically (as explained on the following page) or
  • by completing the enclosed Form of Proxy and returning it by post.

Given the potential restrictions on attendance, shareholders are strongly advised to appoint the "Chairman of the Meeting" as their proxy rather than a named person who may not be permitted to attend the meeting.

This situation is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of general meetings during the affected period. Any changes to the AGM will be communicated to shareholders before the meeting through our website (www.maintel.co.uk) and, where appropriate, by RNS announcement.

We trust that all our shareholders will understand the need for these precautions in light of Government public health guidelines on Covid-19.

Voting

If you would like to vote on the resolutions, please vote by proxy as follows:

• you can appoint a proxy electronically by visiting www.investorcentre.co.uk/eproxy. You will need your Control Number, PIN and Shareholder Reference Number (as printed on your Form of Proxy). To be valid your proxy appointment(s) and instructions should be made no later than 11:30 am on 28 June 2021.

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• you can appoint a proxy by completing the enclosed Form of Proxy. This should be returned as soon as possible and, in any event, must be received no later than 11:30 am on 28 June 2021.
• you can appoint a proxy via the CREST electronic appointment service, using the procedure set out in Note 2 to the Notice of Annual General Meeting.

Given the potential restrictions on attendance, for your votes to be counted, you are strongly advised to appoint the "Chairman of the Meeting" as your proxy rather than a named person.

Appointing a proxy, either electronically or by post, will ensure your vote is recorded. The quorum for the AGM is at least two shareholders present in person, by proxy or by a corporate representative. The special resolutions will require the approval of at least 75% of the votes cast at the AGM on the relevant resolution and the ordinary resolutions will require a simple majority.

All resolutions will be decided by way of a poll, rather than on a show of hands, so that the votes of shareholders who do not attend in person will be counted.

ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is given on pages 5 to 8. Resolutions 1 to 8 set out in the Notice comprise ordinary resolutions. This means that, for each of those resolutions to be passed, more than 50% of the votes cast must be in favour of the resolution. Resolutions 9 and 10 will be proposed as special resolutions. This means that, for each of those resolutions to be passed, at least 75% of the votes cast must be in favour of the resolution.

Resolution 1 - To receive the Annual Report and Accounts

Company law requires the directors to present their report, the financial statements, the strategic report and the auditor's report on those financial statements, to shareholders. These documents for the financial year to 31 December 2020 are included in the Annual Report.

Resolution 2 - To approve the report of the Remuneration Committee

The report of the Remuneration Committee for the year to 31 December 2020 is included in the Annual Report and this resolution asks shareholders to approve it. As the result of the vote is advisory, it does not affect the actual remuneration paid to any individual director.

Resolution 3 - To elect D J Davies as a director

The Company's Articles of Association (the "Articles") require a new director to offer themselves for election at the next annual general meeting following their appointment. Mr D J Davies was appointed to the Board as Chief Technology Officer on 11 September 2020 and is therefore offering himself for election. Mr Davies is an experienced company executive, with a strong background in sales and management expertise in the technology sector which is coupled to his background in networking, customer experience and unified communications.

Resolution 4 - To re-elect J D S Booth as a director

It is deemed good corporate governance practice for directors who have more than nine years' service to retire each year and, if relevant, offer themselves for re-election. Mr J D S Booth, the Company's non-executive chairman, joined the board in 1996, and accordingly retires and offers himself for re-election.

Resolution 5 - To re-elect N J Taylor as a director

Mr N J Taylor joined the board in 2006, and so also retires and offers himself for re-election, as is good corporate governance practice for directors who have more than nine years' service.

Brief biographies of the directors are included in the Annual Report on pages 28 and 29 and the Board's conclusions in relation to the ongoing independence of Mr Booth and Mr Taylor are recorded on pages 33 and 34 of the Annual Report.

Resolutions 6 and 7 - To re-appoint RSM UK Audit LLP as the Company's auditors and determine their remuneration

The Company is required to appoint auditors at each Annual General Meeting at which accounts are laid before the shareholders of the Company, to hold office until the conclusion of the next such meeting. Following a recommendation by the Audit and Risk Committee the Board has approved, subject to shareholder approval of resolution 6, the reappointment of RSM UK Audit LLP as the Company's auditors. Resolution 7 proposes authorising the Directors to determine the remuneration of the auditors.

Resolution 8 - To renew the power of the Board to allot shares

The Companies Act 2006 (the "Act") provides that the directors may not allot ordinary shares unless authorised to do so by the Company in General Meeting or the Articles. The directors are empowered by the Articles to allot unissued shares but the power is subject to shareholder renewal. The renewal of this power is sought until the conclusion of the 2022 Annual General Meeting or fifteen months from the date of the passing of this resolution, whichever is the earlier, subject to the limitation specified in this resolution. The directors' current authority expires at the close of the forthcoming Annual General Meeting and so this resolution proposes that the directors are given a new authority to allot ordinary shares and other relevant securities up to an aggregate nominal amount of £47,871.64 without obtaining the further consent of its shareholders. This is the equivalent of one-third of the issued share capital of the Company as at 25 May 2021 being the last practicable date prior to publication of this document.

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In addition, the proposed authority will allow the directors to allot new shares and other relevant securities in connection with a rights issue up to a further aggregate nominal amount of £47,871.64 equivalent to approximately a further one-third of the Company's issued ordinary share capital as at 25 May 2021 being the last practicable date prior to publication of this document. Once this resolution is passed the directors will have the authority in certain circumstances to allot new shares and other relevant securities up to a nominal amount of £95,743.28 representing a total amount equal to two-thirds of the Company's issued ordinary share capital as at 25 May 2021. The directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines in order to respond to market developments and to enable allotments to take place.

The directors have no present intention of allotting, or agreeing to allot, any shares otherwise than in connection with the Company's employee share schemes, to the extent permitted or required by such schemes.

SPECIAL RESOLUTIONS

Resolution 9 - To disapply rights of pre-emption

The Act gives holders of ordinary shares, with limited but important exceptions, certain rights of pre-emption on the issue for cash of new equity securities. The directors believe that it is in the best interests of the Company that, as in previous years, the Board should have limited authority to allot some shares for cash without first having to offer such shares to existing shareholders. The directors' current authority expires at the close of the forthcoming Annual General Meeting and, accordingly, this resolution seeks to renew the authority on similar terms. The authority, if granted, will relate to allotment in respect of rights issues, and similar offerings (where difficulties arise in offering shares to certain overseas shareholders and in relation to fractional entitlements and certain other technical matters) and generally to allotments (other than in respect of rights issues) of equity securities having an aggregate nominal value not exceeding £14,361.49. This authority represents approximately 10% of the issued share capital of the Company as at 25 May 2021. Whilst the Board recognises that the 10% figure is outside the accepted Investment Association Share Capital Management Guidelines the Board considers that, given the Company's size, market position and general liquidity, 10% is appropriate. The Board has no present intention of exercising this authority but wishes to have the flexibility to do so in the future. This authority will expire at the conclusion of the next Annual General Meeting of the Company or fifteen months after the passing of this resolution, if earlier.

Resolution 10 - Purchase of own shares

This resolution is to grant the Company authority to make market purchases of its own shares. The authority should not be taken to imply that shares will be purchased at any particular price or, indeed, at all. The authority will expire on the earlier of the conclusion of the 2022 Annual General Meeting and fifteen months after the passing of this resolution. The resolution specifies the maximum number of shares which may be purchased (representing 14.99% of the Company's issued ordinary share capital as at 25 May 2021) and the maximum and minimum prices at which they may be bought, the maximum price not to exceed 5% above the average published market price for the five business days immediately preceding the day on which the shares are contracted to be purchased. The directors

would consider whether such shares, if repurchased, would be cancelled or taken into treasury, the decision being taken in the light of prevailing circumstances. The Board will only exercise the power to make purchases of shares after considering the effect on earnings per share and the benefit to shareholders generally.

ACTION TO BE TAKEN

You are asked to complete the enclosed Form of Proxy and return it, together with any power of attorney or other authority under which it is signed or a notarially certified or office copy thereof, to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, so as to arrive by no later than 11:30 am on 28 June 2021.

Completion of the Form of Proxy (whether in hard copy, via CREST or online) does not prevent you from attending and voting in person. Please note that the Annual Report for the period ended 31 December 2020 together with this Notice are also available on the Company's website at www.maintel.co.uk.

Recommendation

The Board believes that the resolutions to be put to the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company for the benefit of its members as a body. Accordingly, the directors unanimously recommend that shareholders vote in favour of the resolutions as they intend to do in respect of their own beneficial shareholdings.

Yours faithfully

ONE Advisory Limited

Company Secretary

Maintel Holdings Plc

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Notice of Annual General Meeting

Maintel Holdings Plc

(Registered in England and Wales with no: 03181729)

NOTICE is given that the Annual General Meeting of Maintel Holdings Plc (the "Company") will be held at its offices at 160 Blackfriars Road, London, SE1 8EZ, on 30 June 2021 at 11:30 am for the transaction of the following business:

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. To receive the financial statements of the Company for the year ended 31 December 2020, together with the strategic report, the report of the directors and the independent auditor's report thereon.
2. To approve the report of the remuneration committee (other than the section containing the directors' remuneration policy) for the year ended 31 December 2020.
3. To elect Mr D J Davies as a director of the Company, who was appointed to the board since the last annual general meeting.
4. To re-elect Mr J D S Booth as a director of the Company, who is retiring as a non-executive director in accordance with good corporate governance practice, having been a director for more than nine years and who, being eligible, offers himself for re-election.
5. To re-elect Mr N J Taylor as a director of the Company, who is retiring as a non-executive director in accordance with good corporate governance practice, having been a director for more than nine years and who, being eligible, offers himself for re-election.
6. To re-appoint RSM UK Audit LLP as auditors of the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which accounts are laid before the Company.
7. To authorise the Directors to determine the remuneration of the auditors.
8. That, pursuant to Section 551 of the Companies Act 2006 ("the Act"), the directors be generally and unconditionally authorised to allot Relevant Securities:
9. 1. up to a maximum aggregate nominal amount of £47,871.64; and
   2. up to a further maximum aggregate nominal amount of £47,871.64 in connection with an offer by way of a rights issue comprising equity securities (as defined in Section 560(1) of the Act):
   3. 1. to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them; and
      2. to holders of other equity securities in the capital of the Company, as requiredby the rights of those securities or, subject to such rights, as the directors otherwise consider necessary,

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 or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange, provided that these authorities shall expire at the conclusion of the next Annual General Meeting of the Company or 15 months after the passing of this resolution (if earlier) unless revoked, renewed or extended prior to such time, except that the Company may before such expiry make an offer or agreement which would or might require the Relevant Securities to be allotted after such expiry and the directors may allot Relevant Securities in pursuance of such offer or agreement as if the authorities conferred hereby had not expired. This authority is in substitution for all subsisting authorities to the extent unused.

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