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 the Company, 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 9 May 2022 at 2:30pm is set out on pages 6 to 8 of this document.

The Board is committed to providing an open Annual General Meeting and those who wish to attend the meeting will be welcome. However, because of the ongoing risks inherent in holding large meetings, the Board encourages shareholders to vote by proxy this year rather than attending in person. Any changes to the accessibility of the Annual General Meeting will be communicated via RNS announcement and on the Company's website.

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 2:30pm on 5 May 2022. As an alternative to completing a hard copy Form of Proxy, you can appoint a proxy or proxies electronically by visitingwww.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 2:30pm on 5 May 2022. CREST members may also use the CREST proxy appointment service. Further details on voting by proxy are set out in the Notes to the Notice of Annual General Meeting on page 9 of this document.

MAINTEL HOLDINGS PLC

(Registered in England and Wales with no: 03181729)

To holders of ordinary shares of £0.01 each in Maintel Holdings Plc (the "Company").

Dear Shareholder,

This letter accompanies the annual report and accounts for the financial year to 31 December 2021 (the "Annual Report") and gives details of the business to be transacted at the Annual General Meeting of the Company (the "AGM").

ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is given on pages 6 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 strategic report, the financial statements, and the auditor's report on those financial statements, to shareholders. These documents for the financial year to 31 December 2021 are included in the Annual Report published on the date of this Notice, and shareholders are asked to receive the same pursuant to Resolution 1.

Resolution 2 - To approve the report of the Remuneration Committee

The report of the Remuneration Committee for the year to 31 December 2021 is included in the Annual Report and this resolution asks shareholders to approve it. As the result of the vote is advisory, it will not affect the actual remuneration paid to any individual director.

Resolution 3 - To re-appoint Carol Thompson as a director

The Company's Articles of Association (the "Articles") provide that a director appointed by the board of directors of the Company ("Board") may only hold office until the conclusion of the next following annual general meeting, requiring any new director to offer themselves for re-appointment at the next annual general meeting following their appointment. Ms Thompson was appointed to the Board as a Non-Executive Director on 1 October 2021 and is therefore offering herself for re-appointment.

Resolution 4 - To re-appoint John 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-appointment. Mr 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-appoint Nicholas J Taylor as a director

Mr Taylor joined the Board in 2006, and so also retires and offers himself for re-appointment in accordance with good corporate governance practice.

Brief biographies of the directors standing for re-appointment are included in the Annual Report on pages 30 and 31 and the Board's conclusions in relation to the ongoing independence of Mr Booth and Mr Taylor are recorded on pages 38 and 39 of the Annual Report.

Resolutions 6 and 7 - Appointment and remuneration of the Auditor

The Company is required to appoint an auditor 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 the re-appointment of RSM UK Audit LLP as the Company's auditor, subject to shareholder approval. Resolution 6 seeks this approval from shareholders. Resolution 7 proposes to authorise the Board to determine the remuneration of the auditor.

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 in the Company 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 directors' current authority expires at the close of the forthcoming Annual General Meeting and so resolution 8 proposes that the directors be granted a new authority on the terms set out in resolution 8. The authority will expire at the conclusion of the 2023 Annual General Meeting or fifteen months from the date of the passing of this resolution, whichever is the earlier, subject to the limitations specified in the resolution.

The proposed authority comprises two elements.

The first element is to authorise the directors to allot ordinary shares and other relevant securities (including rights to subscribe for shares) up to an aggregate nominal amount of £47,871.64 without obtaining further consent from the Company's shareholders. This is the equivalent of one-third of the issued share capital of the Company as at 6 April 2022 being the last practicable date prior to publication of this document (the "Reference Date").

The second element of 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 the Reference Date.

If resolution 8 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 the Reference Date. The directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines in order to respond to market developments and to take advantage of opportunities should they arise.

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 of new equity securities for cash. 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. This authority will expire at the conclusion of the next Annual General Meeting of the Company or fifteen months after the passing of resolution 9, if earlier.

The proposed authority has two elements, one to facilitate pro-rata offers to existing shareholders and the other a general disapplication of the statutory pre-emption rights.

The first element is to enable the Company to address practical and technical issues arising inconnection with rights offers, open offers and other such transactions which involve pro-rata offers to shareholders such as difficulties arising in offering shares to overseas shareholders, and in relation to fractional entitlements and certain other technical matters. Equity securities with a nominal value up to £47,871.64 (one-third of the issued share capital as at the Reference Date) may be allotted pursuant to a rights issue, open offer or other pro-rata style offer. A further £47,871.64 (one-third of the issued share capital as at the Reference Date) may be allotted in connection with a rights issue only.

The second element authorises the directors to allot equity securities for cash free of statutory pre-emption rights generally up to an aggregate nominal value of £14,361.49. This authority represents 10% of the issued share capital of the Company as at the Reference Date. 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.

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 2023 Annual General Meeting and fifteen months after the passing of this resolution, if earlier. 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 the Reference Date) 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 at the relevant time 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

The Board encourages all shareholders to vote by proxy, whether they intend to attend the meeting or not. The Board also suggests that shareholders appoint the Chair of the meeting as their proxy to ensure that their vote will be counted in the event that restrictions on gatherings due to COVID-19 return before the meeting date.

You may vote by proxy in the following ways:

• • By post by completing the enclosed Form of Proxy and returning it, together with any power of attorney or other authority under which it is signed or a notarised certified or office copy thereof, to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY

• • Online by visitingwww.investorcentre.co.uk/eproxyand following the instructions. You will need your Control Number, PIN and Shareholder Reference Number (as detailed on your Form of Proxy or email communication).

• • Via CREST by using the CREST electronic proxy appointment system (CREST members only).

To be valid, proxies must be received no later than 2:30pm on 5 May 2022, regardless of the method used to lodge them.

Further details of how to vote by proxy are set out in the Notes to the Notice of Annual General Meeting at the end of this document.

Completion of the Form of Proxy (whether in hard copy, via CREST or online) does not prevent you from attending and voting in person.

Availability of Documents

Please note that the Annual Report for the period ended 31 December 2021 and this Notice are also available to view on the Company's website atwww.maintel.co.uk/investors.

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 sincerely,

ONE Advisory Limited Company Secretary

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