Quixant : Notice of AGM 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent professional adviser.

If you have sold or otherwise transferred all of your shares in the Company, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding, you should retain these documents.

______________________________________________________________________________

QUIXANT PLC

(incorporated in England and Wales with registered number 04316977)

NOTICE OF ANNUAL GENERAL MEETING

To be held on 5 May 2022 at 11:00 a.m.

at the Company offices at

The Galleria, Station Road, Crawley, RH10 1WW

Notice of the 2022 Annual General Meeting of the Company to be held at the Company offices at The Galleria, Station Road, Crawley, RH10 1WW at 11:00 a.m. on 5 May 2022 is set out on pages 5-7 of this document. Enclosed with this document is a Form of Proxy for use in connection with the Annual General Meeting.

Shareholders are requested to complete and return the Form of Proxy whether or not they intend to be present at the Annual General Meeting.

To be valid, the Form of Proxy should be completed and signed in accordance with the instructions printed on it and returned to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD as soon as possible and in any event no later than 11:00 a.m. on 3 May 2022. The completion and return of a Form of Proxy will not preclude a Shareholder from attending and voting at the Annual General Meeting.

QUIXANT PLC

(incorporated in England and Wales with registered number 04316977)

Directors:

Registered office:

Annual General Meeting 2022

Dear Shareholder,

Please find attached the Notice of Annual General Meeting (the "AGM") of Quixant PLC (the "Company") which will be held on 5 May 2022. The Notice of AGM sets out the business to be considered at the meeting.

The resolutions proposed for consideration at the AGM are set out on the three pages following this letter. There are also detailed explanatory notes about the proposed resolutions below and explanation of your rights to attend and vote at the AGM or to appoint a proxy.

The Board considers that all the proposed resolutions are in the best interests of the Company and its members and are most likely to promote the success of the Company for the benefit of its members as a whole.

If you have a question you would like to put to the Board relating to the business to be conducted at the AGM, this should be submitted to the Company Secretary viainfo@brucewallace.co.uk.

Resolution 1 - To receive the Annual Report and Financial Statements

The Directors are required to present the financial statements, Directors' Report and Auditor's Report to the meeting. These are contained in the Company's Annual Report for the year ended 31 December 2021 (the "Annual Report"). A resolution to receive the Annual Report is proposed as an ordinary resolution.

Resolutions 2 - To declare a final dividend

The Directors propose an ordinary resolution to approve the payment of a final dividend, of 2.4 pence per ordinary share in respect of the year ended 31 December 2021. The dividend is recommended by the Board and will be paid in cash on 26 August 2022 to holders of ordinary shares registered at close of business on 29 July 2022.

Resolution 3 - Election of Director

The Directors propose an ordinary resolution to approve the election of Johannes Olivier, who having been appointed as a Director since the Company's last Annual General Meeting, is retiring in accordance with Article 66 of the Company's Articles of Association and offering himself for election as a Director.

Resolutions 4, 5 and 6 - Re-election of Directors

The Directors propose ordinary resolutions to approve the re-election of Nicholas Jarmany, Guy van Zwanenberg and Gary Mullins who are retiring by rotation in accordance with Article 69 of the Company's Articles of Association and offering themselves for re-election as Directors. Pursuant to Article 69 of the Company's Articles of Association, at each AGM of the Company's one third of the Directors (or, if their number is not three or a multiple of three, the nearest number to one third) are required to step down and can offer themselves for re-election. Article 69 also requires that any Director who has held office with the Company for nine years or more, shall be subject to re-appointment at each annual general meeting.

Resolution 7 and 8 -Appointment and remuneration of Auditor

The Company is required to appoint auditors at each general meeting at which accounts are laid before the Company, to hold office until the conclusion of the next meeting. The Directors propose ordinary resolutions to approve the reappointment of KPMG LLP as auditors of the Company until the next AGM and to authorise the Directors to determine their remuneration.

Resolution 9 - New long-term incentive plan

The Remuneration Committee has concluded that shareholder authority should be sought under Resolution 9 for a new long term incentive arrangement, the Quixant PLC 2022 Long Term Incentive Plan (the LTIP).

The terms of the LTIP have been designed to align to latest best practice expectations and further to adoption it would be used at the discretion of the Remuneration Committee in respect of share-based award policy for the Company's Executive Directors and other selected senior management.

A summary of the principal terms of the LTIP is set out in Appendix A to the Notice.

Resolution 10 - Authority to allot shares

The authority sought by this resolution is for the Directors to be authorised to allot Ordinary Shares or to grant rights to subscribe for, or to convert any security into, Ordinary Shares up to two-thirds of the Company's current issued share capital at the date of this notice. Paragraph (i) of the resolution will give the Directors a general authority to allot up to an aggregate nominal value of £22,150.02 being the equivalent of one-third of the Company's issued ordinary share capital at the date of this notice. This is in accordance with the Investment Association Share Capital Management Guidelines. In addition, the guidelines permit the authority to extend to a further third of the issued share capital, where any such shares allotted using this additional authority are in connection with a rights issue. Paragraph (ii) of the resolution proposes this additional authority be granted to the Directors.

The Directors are seeking the annual renewal of this authority in accordance with best practice and to ensure the Company has maximum flexibility in managing its capital resources. The authorities in this Resolution will lapse at the end of the next Annual General Meeting of the Company or 30 June 2023 (whichever is the sooner).

Resolutions 11 and 12 - Authority to disapply pre-emption rights

Resolutions 11 and 12 are special resolutions which, if passed, will enable the Directors to allot shares in the Company, or to sell any shares out of treasury, for cash, without first offering those shares to existing shareholders in proportion to their existing shareholdings. In March 2015, the Pre-Emption Group published a revision of its Statement of Principles. In addition to restating the customary 5% limit on the issuance of shares for cash on a non pre-emptive basis, the 2015 Statement of Principles introduced greater flexibility for companies to undertake non pre-emptive issues for cash in connection with acquisitions and specified capital investments. This relaxation allows companies the opportunity to finance expansion opportunities as and when they arise. The 2015 Statement of Principles provides that a company may now seek power to issue on a non pre-emptive basis for cash equity securities representing: (i) no more than 5% of the company's issued ordinary share capital in any one year; and (ii) no more than an additional 5% of the company's issued ordinary share capital provided that such additional power is only used in connection with an acquisition of specified capital investment. In line with best practice, the Company has structured its pre-emption disapplication request as two separate resolutions.

If Resolution 11 is passed, it will permit Directors to allot ordinary shares on a non-pre-emptive basis and for cash (otherwise than in connection with a rights issue or similar pre-emptive issue) up to a maximum nominal amount of £3,322.50. This amount represents 5% of the Company's issued ordinary share capital as at 8 April 2022 (being the latest practicable date prior to publication of this document). This resolution will permit the Directors to allot any such shares for cash in any circumstances (whether or not in connection with an acquisition or specified capital investment).

If Resolution 12 is passed, it will allow the Directors an additional power to allot ordinary shares on a non-pre-emptive basis and for cash up to a further maximum nominal amount of £3,322.50. This amount represents 5% of the Company's issued ordinary share capital as at 8 April 2022 (being the latest practicable date prior to publication of this document). The Directors shall use any power conferred by Resolution 12 only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, (or which has taken place in the preceding six-month period and is disclosed in the announcement at the time).

Resolution 13 - Purchase of own shares

Resolution 13 is a special resolution that will grant the Company authority to make market purchases of up to 6,645,006 Ordinary Shares, representing approximately 10% of the Company's total voting rights as at the date of this Notice. Any shares that are bought back will either be cancelled or placed into treasury at the directors' determination. The maximum price that may be paid is 5% above the average mid-market price for the preceding 5 days and the minimum amount is 0.1 pence, being the nominal value of the Ordinary Shares. The directors have no current intention of exercising this authority and would only do so if they considered it to be in the best interests of shareholders.

The authorities in this resolution will lapse at the end of the next Annual General Meeting of the Company or 30 June 2023 (whichever is the sooner).

Yours sincerely

Francis Small Chair

NOTICE OF ANNUAL GENERAL MEETING

QUIXANT PLC

Notice is hereby given that the Annual General Meeting ("AGM") of Quixant PLC will be held at the Company offices at The Galleria, Station Road, Crawley, RH10 1WW on 5 May 2022 at 11:00 a.m. to consider and, if thought fit, pass the following resolutions.

Resolutions 1 to 10 will be proposed as ordinary resolutions; this means that for each of those ordinary resolutions to be passed, more than half of the votes cast must be in favour. Resolutions 11 to 13 will be proposed as special resolutions; this means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour.

ORDINARY RESOLUTIONS

• 1. To receive the Company's annual financial statements, Directors' Report and Auditor's Report contained in the Company's Annual Report and Financial Statements for the year ended 31 December 2021 (the "Annual Report").

• 2. To pay a final dividend of 2.4 pence per ordinary share be approved in respect of the year ended 31 December 2021, such dividend to be paid on 26 August 2022 to holders of

• ordinary shares registered at close of business on 29 July 2022.

• 3. To elect Johannes Olivier as a Director of the Company

• 4. To re-elect Nicholas Jarmany as a Director of the Company

• 5. To re-elect Guy van Zwanenberg as a Director of the Company

• 6. To re-elect Gary Mullins as a Director of the Company

• 7. To re-appoint KPMG LLP as auditors of the Company (the "Auditors") until the conclusion of the next AGM at which financial statements are laid before the Company

• 8. To authorise the Directors to determine the Auditor's remuneration.

• 9. To approve the rules of the Quixant PLC 2022 Long-Term Incentive Plan (the LTIP), the principal terms of which are summarised in Appendix A to this Notice of Annual General Meeting, produced in draft to this meeting and, for the purposes of identification, initialled by the Chair of the meeting, and to authorise the Directors to:

  • (i) make such modifications to the LTIP as they may consider appropriate to take account of the requirements of best practice and for the implementation of the LTIP and to adopt the LTIP as so modified and to do all such other acts and things as they may consider appropriate to implement the LTIP; and

  • (ii) establish further plans based on the LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the LTIP.

• 10. THAT, in substitution for all existing authorities, the Directors be given power under

  Section 551 of the Companies Act 2006 ("the Act") to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights"):-