Telecom Plus : Notice of Annual General Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or about what action you should take, you should consult your independent financial adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your Ordinary Shares please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the agent through whom the sale was effected, for transmission to the purchaser or transferee.

TELECOM PLUS PLC

(incorporated and registered in England and Wales with registered number 03263464)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company to be held at Network HQ, 508 Edgware Road, The Hyde, London NW9 5AB on Friday 4 August 2023 at 12.00 noon is set out at the end of this document.

A Form of Proxy for use at the Annual General Meeting accompanies this document and, to be valid, must be completed and returned to the Company's registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible but in any event to be received not later than

12.00 noon on Wednesday 2 August 2023. Completion of a Form of Proxy will not preclude a shareholder from attending and voting at the AGM.

TELECOM PLUS PLC

(incorporated and registered in England and Wales with registered number 03263464)

Network HQ

508 Edgware Road, The Hyde

London NW9 5AB

Directors:

Charles Wigoder (Non-Executive Chairman)

Andrew Lindsay MBE (Co-Chief Executive Officer)

Stuart Burnett (Co-Chief Executive Officer)

Nicholas Schoenfeld (Chief Financial Officer)

Beatrice Hollond (Senior Independent Director)

Andrew Blowers OBE (Non-Executive Director)

Suzanne Williams (Non-Executive Director)

Carla Stent (Non-Executive Director)

6 July 2023

To all Shareholders

Dear Shareholder

2023 ANNUAL GENERAL MEETING

I am writing to you to explain the proposals which Shareholders will be asked to approve at the AGM to be held on Friday 4 August 2023 starting at 12.00 noon at Network HQ, 508 Edgware Road, The Hyde, London, NW9 5AB and electronically on a virtual platform. The Notice of AGM is set out at the end of this document.

The AGM is an important event in the Company's corporate calendar. This year, we are again holding the AGM as a hybrid meeting, where Shareholders (or their duly appointed representatives and/or proxies) have an option to attend either remotely or, in person at our registered office. Shareholders attending virtually will have the opportunity to submit questions to the directors.

All resolutions will be subject to a poll and the results of the votes on the proposed resolutions will be announced in the normal way, as soon as practicable after the conclusion of the AGM. A poll vote accurately reflects the number of voting rights exercisable by each member and is in line with corporate governance recommendations and best practice.

The Company may be required to change the arrangements for the AGM at short notice if there are any unforeseen circumstances, such as health and safety requirements. Any changes to the AGM arrangements will be published on our website www.telecomplus.co.uk. Please note that if you are unable to attend the AGM to vote in person or electronically, we strongly encourage you to lodge a vote by proxy in advance of the AGM instead.

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HOW TO JOIN THE VIRTUAL MEETING

You will need to visit www.telecomplus.co.uk using your smartphone, tablet or computer where you will find a link to the meeting. You will then be prompted to enter your unique 11-digit Investor Code (IVC) including any leading zeros and 'PIN'. Your PIN is the last 4 digits of your IVC. This will authenticate you as a Shareholder.

Your IVC can be found on your share certificate, or Signal Shares users (www.signalshares.com) will find this under 'Manage your account' when logged in to the Signal Shares portal. You can also obtain this by contacting Link Group, our Registrar, by calling 0371 277 10201.

Access to the AGM will be available from 30 minutes before the start of the event although you will not be able to submit questions through the platform until the meeting is declared open.

If you wish to appoint someone to attend the virtual meeting on your behalf, please contact Link Group on +44 (0) 371 277 10201 in order to obtain their IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours (excluding non-business days) before the meeting.

If your shares are held within a nominee and you wish to attend the electronic meeting, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to Link Group, our registrar, as soon as possible and at least 72 hours (excluding non- business days) before the meeting, in order that they can obtain for you your unique IVC and PIN to enable you to attend the electronic meeting.

Audiocast

The electronic meeting will be broadcast in audio format with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceedings of the meeting on your device, as well as being able to see the slides of the meeting (which will include the resolutions to be put forward to the meeting), these slides will progress automatically as the meeting progresses.

Questions

Questions will be invited during the meeting by the Chairman. Shareholders attending electronically may ask questions via the website by typing and submitting their question in writing via the Q&A box which is found underneath the speaker details on the left-hand side of the player. Once you have typed your question, please click the 'Submit' button.

Requirements

An active internet connection is required at all times in order to allow you to join the meeting and submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

EXPLANATIONS OF PROPOSED RESOLUTIONS

The following pages give an explanation of the proposed resolutions. Resolutions 1 to 16, 18 and 21 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 17, 19, 20 and 22 will

1 Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, 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.

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be proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of it.

To receive the Annual Report and Accounts (resolution 1)

The Chairman will present the Annual Report and Accounts for the year ended 31 March 2023, sent to Shareholders with this document.

Remuneration Report (resolution 2)

The Companies Act requires UK incorporated listed companies to ask Shareholders to vote on the Directors' Annual Report on Remuneration. As the vote is advisory, it does not affect the actual remuneration paid to any individual director. A copy of the Directors' Annual Report on Remuneration is set out on pages 66 to 87 of the Annual Report and Accounts 2023. Resolution 2 is an ordinary resolution to approve the Directors' Annual Report on Remuneration for the year ended 31 March 2023.

Remuneration Policy (resolution 3)

The Companies Act requires a UK incorporated listed company to obtain shareholder approval for its Remuneration Policy every three years, or where significant changes to the policy are being proposed. The current Remuneration Policy was previously approved by Shareholders at the 2022 AGM, however as detailed below, the Company is proposing to introduce a new executive incentive plan and is therefore updating its Remuneration Policy accordingly. The revised Remuneration Policy, which is set out on pages 69 to 79 of the Company's Annual Report and Accounts 2023 will, if approved, take effect immediately after the conclusion of the AGM and is binding.

Adoption of a new Telecom Plus Incentive Plan (resolution 4) and a new Telecom Plus Omnibus Plan (resolution 5)

These resolutions seek to approve the introduction of the new executive Telecom Plus Incentive Plan (the "TPIP") and the new employee Telecom Plus Omnibus Plan (the "Omnibus Plan").

A summary of the background to the TPIP and the key terms of initial awards which are intended to be made under the scheme shortly following the AGM (subject to approval by shareholders), are described in the Directors' Remuneration Report in the Annual Report and Accounts.

The Company is also proposing to introduce the Omnibus Plan which will be open to all employees in order to increase the flexibility over the type of share incentive awards available to the wider workforce as the business grows larger. It is intended that the Omnibus Plan will replace the Company's existing CSOP scheme currently in place for employees.

A summary of the key features of the schemes is set out below:

• The TPIP is intended to be newly adopted by the Company. It will provide for the mandatory deferral of a proportion of payments due under TPIP awards into shares which will vest after a deferral period, which will typically be two years.
• The maximum value of an award made to a participant under the TPIP will be subject to any individual limit specified in the directors' remuneration policy as at the date of grant. Under the policy currently being put to shareholders, this will be an annual limit of 350% of their basic salary paid by the Company.

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