7digital : Notice of 2022 AGM

This notice of annual general meeting (the "Notice") is important and requires your immediate attention. If you are in any doubt as to the contents of this Notice and/or the action you should take, you are recommended to seek personal financial advice from your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in the Company, please pass this Notice and all accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected so that they can pass these documents to the person who now holds the shares.

7digital Group plc

(Incorporated in England and Wales with company number 3958483)

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting (the "AGM") of 7digital Group plc (the "Company") will be held on 21 December 2022 at 11.00 a.m. GMT at the offices of Gracechurch Group, 48 Gracechurch Street, London, EC3V 0EJ.

The purpose of the AGM is to consider and, if thought fit, pass the resolutions set out below, of which resolutions 1 to 7 (inclusive) will be proposed as ordinary resolutions and resolution 8 will be proposed as a special resolution.

ORDINARY BUSINESS

To consider and, if thought fit, pass the following resolutions, which will be proposed as ordinary resolutions:

Report and accounts

1. To receive the audited annual accounts of the Company for the year ended 31 December 2021, together with the directors' reports and the auditors' report on those annual accounts.
2. To approve the directors' remuneration report for the financial year ended 31 December 2021.

Re-election of directors

1. To re-elect Paul Langworthy as a director, who retires by rotation pursuant to Article 82 of the Company's articles of association.
2. To re-elect Michael Juskiewicz as a director, who retires by rotation pursuant to Article 82 of the Company's articles of association.

Re-appointment of auditors

5. To re-appoint Haysmacintyre LLP as auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which accounts are laid before the shareholders.

Auditors' remuneration

6. To authorise the directors of the Company to determine the remuneration of the auditors.

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolutions of which resolution 7 will be proposed as an ordinary resolution and resolution 8 will be proposed as a special resolution.

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Directors' authority to allot shares

7. That, in substitution for any equivalent authorities and powers granted to the directors of the Company prior to the passing of this resolution, the directors be and they are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being "relevant securities") up to an aggregate nominal amount of £90,736.18 provided that, unless previously revoked, varied or extended, this authority shall expire on the date falling 18 months after the date of the passing of this resolution or the next annual general meeting of the Company (whichever is earlier), except that the Company may at any time before such expiry make 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 this authority had not expired.

Disapplication of pre-emption rights

8. That, conditional upon the passing of resolution 7 above, in substitution for any equivalent authorities and powers granted to the directors of the Company prior to the passing of this resolution, the directors be and they are empowered to allot equity securities (as defined in section 560 of the Act) of the Company wholly for cash pursuant to the authority of the directors under section 551 of the Act conferred by resolution 7 above (in accordance with section 570(1) of the Act) and/or by way of a sale of treasury shares (in accordance with section 573 of the Act), in each case as if section 561(1) of the Act did not apply to such allotment provided that the power conferred by this resolution shall be limited to:

1. the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities:
2. 1. in favour of holders of ordinary shares in the capital of the Company, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of ordinary shares in the capital of the Company held by them; and
   2. to holders of any other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

1. the allotment, otherwise than pursuant to sub-paragraph (a) above, of equity securities up to an aggregate nominal value equal to £90,736.18 and unless previously revoked, varied or extended, this power shall expire on the date falling 18 months after the date of the passing of this resolution or the next annual general meeting of the Company (whichever is earlier) except that the Company may before the expiry of this power make 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 this power had not expired.

By order of the Board

Michael Juskiewicz

Chief Financial Officer & Company Secretary 29 November 2022

Registered address: Labs Lower Lock, Water Lane, London, England, NW1 8JZ

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EXPLANATORY NOTES

Resolutions 1 to 7 are 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. Resolution 8 is proposed as a special resolution. This means that for this resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolutions 7 and 8 are considered special business as set out in Article 48 of the Company's articles of association.

Resolutions 1 and 2 (annual report and accounts)

The directors of the Company must present to the meeting the audited annual accounts and the directors' and auditors' reports for the financial period ended 31 December 2021.

The report of the Remuneration Committee, which can be found on pages 14 and 15 of the Company's Annual Report and Accounts 2021 gives details of the directors' remuneration for the year ended 31 December 2021. The directors' remuneration report has been approved by the board of directors of the Company (the "Board"). This vote is advisory in nature and therefore not binding on the Company.

Resolutions 3 and 4 (re-election of directors)

As part of the ordinary course of business and in accordance with the Company's articles of association, Paul Langworthy and Michael Juskiewicz, who retire by rotation, are standing for re-election as directors.

Biographical details of the directors are set out on pages 14 and 15 of the Company's Annual Report and Accounts 2021.

Resolutions 5 and 6 (appointment and remuneration of auditors)

The Company must appoint auditors at each general meeting at which accounts are presented to shareholders to hold office until the conclusion of the next such meeting. Resolution 5 seeks shareholder approval to reappoint Haysmacintyre LLP of 10 Queen Street Place, London EC4R 1AG as the Company's auditors.

In accordance with normal practice, resolution 6 seeks authority for the Company's directors to fix the auditors' remuneration.

Resolutions 7 and 8 (authority to allot shares and disapply pre-emption rights)

Under section 551 of the Act, the directors of a company may only allot shares or grant rights to subscribe for, or to convert any security into, shares in a company if authorised to do so by shareholders in a general meeting.

Resolution 7 will be proposed as an ordinary resolution to authorise the directors to issue and allot new ordinary shares or to grant rights to subscribe for or convert any security into new ordinary shares up to an aggregate nominal amount of £90,736.18, being equal to 907,361,800 new ordinary shares (representing approximately 33.33 per cent. of the nominal value of the Company's issued ordinary share capital). This authority shall expire on the date falling 18 months after the date of the passing of this resolution or the next annual general meeting of the Company (whichever is earlier), except that the Company may at any time before such expiry make 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 this authority had not expired.

The Act gives holders of ordinary shares, with limited but important exceptions, certain rights of pre-emption on the issue for cash of new ordinary shares. The directors of the Company continue to believe that it is in the best interests of the Company that the Board should have limited authority to allot some equity securities for cash without first having to offer such equity securities to existing shareholders. Resolution 8, which is conditional on the passing of resolution 7, is a special resolution to authorise the directors to allot equity securities for cash other than in accordance with statutory pre-emption rights. The relevant circumstances are either where the allotment takes place in connection with a rights issue or other pre-

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emptive issue or the allotment is limited to a maximum nominal amount of £90,736.18, representing approximately 33.33 per cent. of the nominal value of the Company's issued ordinary share capital.

Directors' recommendation

The directors consider that all the resolutions to be proposed at the AGM are in the best interests of the Company and its members as a whole. The Board unanimously recommends that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings.

Notes to the Meeting:

The following notes explain your general rights as a shareholder and your rights regarding voting at the AGM (or the "Meeting").

1. To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be registered in the Register of Members of the Company at close of trading on 19 December 2022. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to vote by proxy at the Meeting.
2. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first named being the most senior).
3. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against a resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
4. Shareholders can vote by completing and submitting a form of proxy online via the Company's registrars share portal

at www.signalshares.com. If you need help with voting online, please contact the Company's registrar, Link Group, on 0371 664 0391 if calling from the UK, or +44 (0) 371 664 0391 if calling from outside of the UK, or email Link at shareholderenquiries@linkgroup.co.uk.

CREST members can vote by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.

You will not receive a form of proxy for the AGM in the post. Instead, you will receive instructions to enable you to vote electronically and how to register to do so. You may request a physical copy proxy form directly from the Company's registrars, Link Group, PXS1, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL (telephone number: +44(0)371 664 0300). If you request a physical copy proxy form, it must be completed in accordance with the instructions that accompany it and then delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to Link Group, PXS1, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL so as to be received by 11.00 a.m. GMT on 19 December 2022.

In order for a proxy appointment to be valid, a form of proxy - whether paper or online - must be completed and received by Link Group by 11.00 a.m. GMT on 19 December 2022.

If you return more than one proxy appointment, the appointment received last by Link Group before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully.

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
2. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual.
   The message must be transmitted so as to be received by the issuer's agent (ID RA10) by 11.00 a.m. GMT on 19 December 2022. For this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST application host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies

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appointed through CREST should be communicated to the appointee through other means.

7. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

8. Any corporation that is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that no more than one corporate representative exercises powers in relation to the same shares.

1. As at 28 November 2022 (being the latest practicable business day prior to the publication of this Notice), the Company's ordinary issued share capital consisted of 2,722,085,961 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 28 November 2022 were 2,722,085,961.
2. Any shareholder attending the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
3. The following documents are available for inspection during normal business hours at the registered office of the Company on any business day from the date of this Notice until the time of the Meeting and may also be inspected at the Meeting venue, as specified in this Notice, from 10.00 a.m. on the day of the Meeting until the conclusion of the Meeting:
   Copies of the directors' letters of appointment or service contracts
4. You may not use any electronic address (within the meaning of Section 333(4) of the Act) provided in either this Notice or any related documents to communicate with the Company for any purposes other than those expressly stated.

1. copy of this Notice can be found on the Company's website on the Reports page of the Investors section at:https://www.7digital.com/reports/

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