Malin : Notice of 2022 Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser who, if you are taking advice in Ireland, is an organisation or firm authorised or exempted pursuant to the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) (as amended) of Ireland or the Investment Intermediaries Act 1995 of Ireland or, if you are taking advice in the United Kingdom, an organisation or firm authorised or exempted under the UK Financial Services and Markets Act 2000 (as amended), or from another appropriately authorised independent financial advisor if you are in a territory outside Ireland or the United Kingdom. If you sell or have sold or otherwise transferred all your shares in Malin Corporation plc, please send this document, and the accompanying Form of Proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer is/was effected for transmission to the purchaser or transferee.

MALIN CORPORATION PLC

Notice of Annual General Meeting

To be held on 27 May 2022 at 10.00 a.m. (Irish Standard Time) in the Conrad Dublin Hotel, Earlsfort Terrace, Dublin 2, D02 V562,

Ireland

Notice of the Annual General Meeting ("AGM") of Malin Corporation plc ("Malin" or the "Company") to be held in the Conrad Dublin Hotel, Earlsfort Terrace, Dublin 2, D02 V562, Ireland on Friday, 27 May 2022, at 10.00 a.m., is set out in this document, accompanied by a Form of Proxy for use in connection with the resolutions at the meeting. To be valid, the Form of Proxy must be returned, in the manner set out in the notes to this document, so as to be received by the Company's Registrar, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland by 10.00 a.m. on Wednesday, 25 May 2022.

Proxy voting can be carried out in advance of the AGM by availing of one of the following options:

For shareholders holding shares in certificated (i.e. paper) form:

• • electronically atwww.eproxyappointment.com; or

• • by completing the proxy form enclosed with this Notice of AGM and returning it to Computershare Investor Services (Ireland) Limited at the address above.

For shareholders holding uncertificated (electronic) interests in the Company, via the CREST or Euroclear Bank systems:

Following the migration of the Company's shares from the CREST system to the system operated by Euroclear Bank SA/NV, the process for appointing a proxy and/or voting in connection with the AGM will now depend on the manner in which you hold your interests in the Company. Please see the notes to the Notice of AGM on pages 7 to 9 and the Company's website for further information. All such persons are recommended to consult their stockbroker or intermediary at the earliest opportunity.

Teleconference Facility

Shareholders may listen to the proceedings of the meeting remotely by teleconference using the dial-in details below:

Ireland (Local)

United Kingdom (Local) USA (Local)

All other locations

Listen-Only Access Code:

01 5369584

020 3936 2999

1 646 664 1960

+44 20 3936 2999

015280

In the lead up to the AGM, the Company will continue to monitor the impact of the COVID-19 virus in Ireland. The Board encourages shareholders to check Regulatory News Services and the Company's website(www.malinplc.com)for any updates in relation to the AGM.

Letter from the Chair

26 April 2022

Dear Shareholder

It is my pleasure to invite you to the Annual General Meeting of Malin Corporation plc which will be held in the Conrad Dublin Hotel, Earlsfort Terrace, Dublin 2, D02 V562, Ireland at 10.00 a.m. on Friday, 27 May 2022.

I set out below the background to the resolutions to be proposed at the AGM, all of which the Board of Directors (the "Board" or the "Directors") considers to be in the best interests of the Company and its shareholders as a whole.

The Annual Report and Financial Statements for 2021 are available to view and download from the Company's website, www. malinplc.com, under the "Reports & Presentations" section of the "Investors" tab. You may at any time opt to receive a paper copy of the Annual Report by contacting +353 1 901 5700 or by emailingcosec@malinplc.com.

To ensure all shareholders are fully represented by voting at the meeting, I would urge you, to submit your proxy form as soon as possible but, in any event, so as to reach Computershare Investor Services (Ireland) Limited by 10.00 a.m. on Wednesday, 25 May 2022. The submission of a proxy form will not preclude a registered shareholder from attending the meeting and voting in person should they wish to do so.

Following the migration of the Company's shares from the CREST system to the system operated by Euroclear Bank SA/NV, the process for appointing a proxy and/or voting in connection with the resolutions to be proposed at the meeting will now depend on the manner in which you hold your shares. Further details are set out in the notes to the Notice of AGM on pages 7 to 9. For those shareholders who intend to appoint a proxy other than the chair of the AGM, we would ask that, as a contingency measure, you would additionally appoint the chair of the AGM as an alternative in the event that the initially intended proxy is unable to attend for any reason (and does not appoint a substitute). This will facilitate your vote being included in a wider range of contingent scenarios.

Please note that persons holding their interests in the Company through the Euroclear Bank or CREST (CDI) systems must comply with any earlier or other voting submission deadline imposed by those systems. Further information in this respect is provided in the notes to the Notice of AGM and on the Company's websitewww.malinplc.com.

The Company has made a teleconference facility available to shareholders who do not physically attend the meeting, to listen to the business of the AGM. An audio recording of the meeting will be made available through the Company's website(www.malinplc.com)for one month following the date of the AGM.

The formal Notice of AGM appears on pages 4 - 6 of this document, and this letter explains the 9 items to be transacted at the AGM.

Resolution 1: Financial Statements, Annual Report and Affairs of the Company

Resolution 1 is asking members to receive and consider the Financial Statements and the reports of the Directors and Auditors for 2021 and to review the affairs of the Company. Resolution 1 is an advisory resolution and is not binding on the Company.

Resolution 2: Remuneration Committee's Report

Resolution 2 is asking members to receive and consider the Remuneration Committee's Report as set out on pages 42 to 49 of the 2021 Annual Report. Resolution 2 is an advisory resolution and is not binding on the Company.

Resolution 3: Appointment and Re-Appointment of Directors

Resolution 3 deals with the appointment and re-appointment of the Directors. Each of the current Directors will retire from office and offer themselves for appointment or re-appointment to the Board at the AGM. The names of the Directors together with a detailed description of the skills, expertise and experience that each of the Directors brings to the Board are set out, as applicable, on the Company's website,www.malinplc.com,under the "Leadership & Governance" section of the 'About Us' tab. The appointment or re-appointment of each Director will be considered separately.

Resolution 4: Remuneration of the Auditors

Resolution 4 deals with the authorisation of the Board to fix the remuneration of the Auditors.

Resolution 5: Re-Appointment of the Auditors

Resolution 5 is asking members to consider the continuation in office of KPMG as Auditors of the Company until the conclusion of the next Annual General Meeting of the Company. Resolution 5 is an advisory resolution and is not binding on the Company.

Resolution 6: Directors' Authority to Allot Shares

Resolution 6 is asking members to renew the Directors' authority to allot relevant securities within the meaning of Section 1021 of the Companies Act 2014, up to an aggregate nominal value of €22,436, which represents 66% of the aggregate nominal value of the Company's issued share capital as at 25 April 2022 (the latest practicable date prior to the publication of the AGM Notice), of which any allotment in excess of €11,218 (which represents 33% of the aggregate nominal value of the Company's issued share capital as at 25 April 2022) may only be applied to allot shares pursuant to a rights issue. The Directors will exercise this authority only if they consider it to be in the best interests of the Company and the shareholders as a whole at the relevant time.

Resolution 7: Disapplication of Statutory Pre-emption Rights in Certain Circumstances

Resolution 7 is asking members to renew the Directors' authority to disapply the strict statutory pre-emption provisions in certain circumstances, being (a) rights issues, open offers or other pre-emptive offers and subject thereto by way of placing or otherwise of any shares not taken up in such issue or offer; and/or (b) for allotments (other than by way of pre-emptive offers) for cash up to an aggregate nominal value of €3,399 which represents 10% of the aggregate nominal value of the Company's issued share capital as at 25 April 2022 (the latest practicable date prior to the publication of the AGM Notice). The Directors will exercise this authority only if they consider it to be in the best interests of the Company and the shareholders as a whole at the relevant time.

Resolution 8: Authority to Purchase Own Shares

Resolution 8 is proposed to provide the Company, and/or any of its subsidiaries, with the authority to purchase up to a number of shares whose aggregate nominal value shall equal 10% of the aggregate nominal value of the Company's issued share capital as at 25 April 2022 (the latest practicable date prior to the publication of this AGM Notice). This authority will provide flexibility in the management of the Company's capital and will be exercised only if the Directors consider it to be in the best interests of the Company and its shareholders as a whole at the relevant time. The resolution also sets out the minimum and maximum prices that may be paid for shares purchased in this manner.

Resolution 9: Re-Issue Price of Treasury Shares

Resolution 9 is proposed to authorise the Company to re-issue treasury shares off-market at certain specified maximum and minimum prices.

Recommendation

The Board is satisfied that each of the resolutions set out in the Notice of AGM is in the best interests of the Company and its members as a whole. Accordingly, your Board of Directors unanimously recommends that you vote in favour of each of the resolutions to be proposed at the AGM.

Yours faithfully

Liam Daniel Chair

26 April 2022

NOTICE OF ANNUAL GENERAL MEETING

OF

MALIN CORPORATION PLC

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Malin Corporation plc (the "Company") will be held in the Conrad Dublin Hotel, Earlsfort Terrace, Dublin 2, D02 V562, Ireland at 10.00 a.m. on Friday, 27 May 2022 for the following purposes:

Ordinary Resolutions

• 1. To receive and consider the Company's financial statements for the year ended 31 December 2021, together with the Reports of the Directors and the Auditors thereon, and to review the affairs of the Company (Resolution 1).

• 2. To receive and consider the Remuneration Committee's Report for 2021 (Resolution 2).

• 3. As separate resolutions, to appoint or re-appoint the following Directors:

  • a) To re-appoint Liam Daniel (Resolution 3(a))

  • b) To re-appoint Darragh Lyons (Resolution 3(b))

  • c) To re-appoint Rudy Mareel (Resolution 3(c))

  • d) To re-appoint Jean-Michel Cosséry (Resolution 3(d))

  • e) To re-appoint Kirsten Drejer (Resolution 3(e))

  • f) To appoint Christopher Pedrick (Resolution 3(f))

• 4. To authorise the Directors to fix the remuneration of the Auditors (Resolution 4).

• 5. To consider the continuation in office of KPMG as Auditors of the Company until the conclusion of the next Annual General Meeting of the Company (Resolution 5).

• 6. To consider and, if thought fit, to pass the following as an Ordinary Resolution (Resolution 6):

  "That pursuant to Section 1021 of the Companies Act 2014, the Directors be and are hereby generally and unconditionally authorised to exercise all of the powers of the Company to allot and issue all relevant securities of the Company (within the meaning of Section 1021 of the Companies Act 2014):

(a) without prejudice to or limitation of any power and authority granted under paragraph (b) of this Resolution 6, up to an aggregate nominal amount of €11,218, representing approximately 33% of the aggregate nominal value of the Company's issued share capital as at 25 April 2022; and

(b) without prejudice to or limitation of any power and authority granted under paragraph (a) of this Resolution 6, up to an aggregate nominal value of €11,218 representing a further approximately 33% of the aggregate nominal value of the Company's issued share capital as at 25 April 2022 provided that any equity securities (as defined in Section 1023(1) of the Companies Act 2014) allotted pursuant to the authority in this paragraph 6(b) are offered by way of one or more rights issues open for a period or periods fixed by the Directors to or in favour of the holders of equity securities on the register of members and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any share option scheme or share incentive plan of the Company then in force) at such record dates as the Directors may determine and where the equity securities respectively attributable to the interests of such holders are proportional in nominal value (as near as may be reasonable) to the respective number of equity securities held by them on such record dates, and subject generally, but without limitation to any of the foregoing, to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems (including dealing with any fractional entitlements and/or arising in res pect of any overseas shareholders) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory."

The authority hereby granted shall expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company or 27 August 2023, unless and to the extent that such power is renewed, revoked or extended prior to such date, save that the Company may make before such expiry an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

Special Resolutions

7.

To consider and, if thought fit, to pass the following as a Special Resolution (Resolution 7):

"That, subject to and conditional on Resolution 6 of the Notice of AGM being passed, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby generally and unconditionally authorised to allot equity securities 4

(within the meaning of Section 1023(1) of the Companies Act 2014) for cash as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment provided that such power be effective from the time of the passing of the resolution and be limited to:

(a) the allotment of equity securities in connection with any one or more offer of securities, open for a period or periods fixed by the Directors, by way of rights issue, open offer, other invitation and/or otherwise to or in favour of the holders of ordinary shares and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any of the Company's share option scheme or share incentive plans then in force) at such record date or dates as the Directors may determine where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be reasonably be) to the respective number of ordinary shares held by them, and subject thereto the allotment in any case by way of placing or otherwise of any securities not taken up in such issue or offer to such persons as the Directors may determine; and, generally, subject but, without limitation to any of the foregoing, to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems (including dealing with any fractional entitlements and/or arising in respect of any overseas shareholders) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory; and/or

(b) the allotment of equity securities up to a maximum aggregate nominal value of €3,399, representing approximately 10% of the aggregate nominal value of the Company's issued share capital as at 25 April 2022."

The authority hereby granted shall expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company or 27 August 2023, unless and to the extent that such power is renewed, revoked or extended prior to such date, save that the Company may make before such expiry 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 power conferred by this resolution had not expired.

• 8. To consider and, if thought fit, to pass the following as a Special Resolution (Resolution 8):

  "That pursuant to section 1074 of the Companies Act 2014, the Company and/or any subsidiary (as defined by Section 7 of the Companies Act 2014) of the Company be and they are hereby generally authorised to make market purchases and overseas market purchases (in each case as defined in Section 1072 of the Companies Act 2014) of shares of any class of the Company on such terms and conditions and in such manner as the Directors may from time to time determine in accordance with and subject to the provisions of the Companies Act 2014 and to the following restrictions and provisions:

  • (i) the maximum number of shares authorised to be acquired shall be such number of shares whose aggregate nominal value shall equal 10% of the aggregate nominal value of the Company's issued share capital as at 25 April 2022;

  • (ii) the minimum price (excluding expenses) which may be paid for any share shall be a price equal to the nominal value thereof; and

  • (iii) the maximum price (excluding expenses) which may be paid for any share shall not be more than 5% above the average of the closing prices of the Company's ordinary shares on the Euronext Growth Market of Euronext Dublin for the five business days prior to the day the purchase is made."

  The authority hereby granted shall expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company or 27 August 2023 unless and to the extent that such power is renewed, revoked or extended prior to such date. The Company may before such expiry make a contract for the market purchase of shares which would or might be wholly or partly executed after such expiry and may make a purchase pursuant to any such contract as if the authority hereby conferred had not expired.

• 9. To consider and, if thought fit, to pass the following as a Special Resolution (Resolution 9):

  "That for the purposes of Section 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by Section 106 of the Companies Act 2014) for the time being held by the Company may be re-allotted off-market shall be as follows:

  • (i) the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the "Appropriate Price"; and

  • (ii) the minimum price at which a treasury share may be re-allotted off-market shall be an amount equal to 95% of the "Appropriate Price" (provided always that no treasury share shall be issued at a price lower than its nominal value); and

  • (iii) for the purposes of (i) and (ii) above, the expression "Appropriate Price" shall mean the average of the closing prices of the Company's ordinary shares taken from the Euronext Growth Market of Euronext Dublin for the five business days prior to the day the re-allotment is made."

  The authority hereby granted shall expire at the close of business on the earlier of the date of the next Annual General Meeting 5

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