Symphony Environmental Technologies : Circular and Notice of General Meeting - 19th April 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the UK or, if not, another appropriately authorised independent financial adviser in your own jurisdiction.

The Directors of the Company, whose names and functions appear on page 7 of this document, accept responsibility (both individually and collectively) for the information contained in this document. To the best of the knowledge and belief of such Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Existing Ordinary Shares are admitted to trading on AIM, a market operated by the London Stock Exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the Financial Conduct Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. An application will be made to the London Stock Exchange for the Conditional Subscription Shares and the PrimaryBid Shares to be admitted to trading on AIM. It is expected that Second Admission will become effective and that dealings in the Conditional Subscription Shares and the PrimaryBid Shares will commence at 8.00 a.m. on 22 April 2024.

SYMPHONY ENVIRONMENTAL TECHNOLOGIES PLC

(Incorporated in England and Wales with registered number 3676824)

Subscription of 39,071,400 New Ordinary Shares to raise approximately £1.4 million,

PrimaryBid Offer to raise up to £0.5 million, and

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 10 to 20 of this document and contains the Directors' unanimous recommendation that you vote in favour of all of the Resolutions to be proposed at the General Meeting of the Company ("GM").

Notice of the GM, to be held at the offices of the Company at 6 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire WD6 1JD at 11.00 a.m. on 19 April 2024, is set out at the end of this document.

You will not receive a hard copy form of proxy for the GM in the post. Instead, you will be able to vote electronically using the link www.signalshares.com. You will need to log into your Signal Shares account, or register if you have not previously done so. To register you will need your Investor Code. This is detailed on your share certificate or available from our Registrar, Link Group. If you need help with voting online, please contact the portal team of our Registrar on 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales or via email at shareholderenquiries@linkgroup.co.uk.

To be valid, proxy votes must be submitted not later than 11.00 a.m. on 17 April 2024.

You may request a hard copy form of proxy directly from the Registrar on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.

Shareholders who hold their Ordinary Shares in uncertificated form in CREST may alternatively use the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual, as explained in the notes accompanying the Notice of GM at the end of this document. Proxies submitted via CREST must be received by Link Group by no later than 11.00 a.m. on 17 April 2024 (or, if the GM is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). The appointment of a proxy using the CREST Proxy Voting Service will not preclude Shareholders from attending and voting in person at the GM should they so wish.

The Conditional Subscription and the PrimaryBid Offer are conditional upon, inter alia, approval by Shareholders of the Resolutions at the GM and Second Admission. A summary of the action to be taken by Shareholders is set out in Section 14 of Part I of this document.

The issue of the Conditional Subscription Shares and the PrimaryBid Shares is conditional, inter alia, on Second Admission taking place on or before 22 April 2024 (or such later date, being not later than 26 April 2024) as the Company and Zeus may agree. The New Ordinary Shares will, on Admission, rank in full for all dividends or other distributions thereafter declared, made or paid on the ordinary share capital of the Company and will rank pari passu in all other respects with the Existing Ordinary Shares.

Zeus Capital Limited ("Zeus"), which is authorised and regulated in the UK by the FCA, is the Company's nominated adviser and broker for the purposes of the AIM Rules and, as such, its responsibilities under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person or entity in respect of his reliance on any part of this document. Zeus is acting exclusively for the Company, as nominated adviser for the purposes of the AIM Rules, in relation to the matters described in this document and is not taking responsibility for the commercial assessment of the Fundraising, which remains the sole responsibility of the Board, nor for any matters outside the duties of a nominated adviser, as prescribed by the AIM Rules, nor is it advising any other person and accordingly will not be responsible to any person other than the Company for providing the protections afforded to the clients of Zeus or for providing advice in relation to the matters described in this document. No representation or warranty, express or implied is made by Zeus for the accuracy of any information or opinions contained in this document or for the omission of any material information, for which it is not responsible.

The information contained in this document has been prepared solely for the purposes of the Fundraising and is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and, accordingly, no duty of care is accepted in relation to them. Without limiting the statutory rights of any person to whom this document is issued, no representation or warranty, express or implied, is made by Zeus as to the contents of this document. Zeus have not authorised the contents of any part of this document. No liability whatsoever is accepted by Zeus for the accuracy of any information or opinions contained in this document, for which the Directors are solely responsible, or for the omission of any information from this document for which they are not responsible.

Cautionary note regarding forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently

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available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

Basis on which information is presented

In the document, references to "pounds sterling", "£", "GBP", "pence" and "p" are to the lawful currency of the UK. In the document, to "dollars", "$", "US$" and "USD" are to the lawful currency of the United States of America.

References to defined terms

Certain terms used in this document are defined and explained at the section of this document under the heading "Definitions". All times referred to in this document are, unless otherwise stated, references to London time.

Rounding

Certain data in this document, including financial, statistical and operational information has been rounded. As a result of the rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data. Percentages in tables have been rounded and, accordingly, may not add up to 100 per cent.

Presentation of market, economic and industry data

This document contains information regarding the Company's business and the industry in which it operates and competes, which the Company has obtained from various third-party sources. Where information contained in this document originates from a third-party source, it is identified where it appears in this document together with the name of its source. Such third-party information has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

No incorporation of website information

Other than in respect of financial information, the contents of the Company's website or any hyperlinks accessible from the Company's website do not form part of this document and prospective investors should not rely on them.

This document is published on 22 March 2024.

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CONTENTS

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DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1. All of the above times refer to London time unless otherwise stated. The dates set out in the Expected Timetable of Principal Events above and mentioned throughout this document may be adjusted by the Company, in which event details of the new dates will be notified by means of an announcement through a Regulatory Information Service and, where appropriate, to Shareholders.
2. Completion of all events in the above timetable following the holding of the GM are conditional upon, inter alia, the passing of the Resolutions at the GM.
3. Different deadlines and procedures for return of forms may apply in certain cases.

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STATISTICS RELATING TO THE FUNDRAISING

Notes:

1. Assuming full take-up under the PrimaryBid Offer.
2. With the issued share capital comprising the Existing Ordinary Shares, the Firm Subscription Shares, the Conditional Subscription Shares and the maximum number of PrimaryBid Shares.

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PART I

LETTER FROM THE CHAIRMAN OF SYMPHONY

ENVIRONMENTAL TECHNOLOGIES PLC

(Incorporated in England and Wales with registered number 3676824)

Dear Shareholders,

Subscription of 39,071,400 New Ordinary Shares to raise approximately £1.4 million,

PrimaryBid Offer to raise up to £0.5 million and

Notice of General Meeting

1. Introduction

On 22 March 2024, the Company announced it had raised approximately £1.4 million (before expenses) pursuant to the Subscription. The Subscription comprises two parts: the subscription of 19,535,700 New Ordinary Shares issued under the Company's existing share issuance authorities (the "Firm Subscription"), and a conditional subscription subject to Shareholder approval for the issue of 19,535,700 New Ordinary Shares (the "Conditional Subscription").

In addition, the Company announced a PrimaryBid Offer to conditionally raise up to an additional £0.5 million. The PrimaryBid Offer provides existing Shareholders who did not participate in the Subscription as well as prospective investors with an opportunity to participate in the proposed Fundraising at the same price as that offered to investors in the Subscription.

The Issue Price is 3.5 pence per New Ordinary Share, representing a premium of 67 per cent. to the closing mid-market price on 21 March 2024 of 2.1 pence per Existing Ordinary Share. However, the Board wish to state that in their opinion, Symphony's recent share price significantly under-values the prospects of the Group.

The Subscription Shares and PrimaryBid Shares will represent, on completion, approximately 16.4 per cent. and 6.0 per cent. respectively of the Company's Enlarged Share Capital following Second Admission (assuming the Conditional Subscription and the issue of the PrimaryBid Shares is approved by Shareholders and that the PrimaryBid Shares are taken up in full).

The Firm Subscription was conducted pursuant to existing share issuance authorities in place, and the Firm Subscription Shares will be admitted to trading on 27 March 2024.

The Conditional Subscription Shares and the PrimaryBid Shares are conditional, inter alia, on the passing of the Resolutions by Shareholders at the GM. If the Resolutions are passed, the Conditional Subscription Shares and the PrimaryBid Shares are expected to be admitted to trading on AIM on 22 April 2024. Should the Resolutions not be passed, neither the Conditional Subscription Shares or the PrimaryBid Shares will be issued. The PrimaryBid Offer is not underwritten.

The purpose of this document is to explain the background to the Fundraising, to set out the reasons why the Board believes the Fundraising is in the best interests of the Company and its Shareholders, and to seek Shareholder approval for the Resolutions at the Company's GM, to be

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