Water Intelligence : 2022 AGM Notice

NOTICE OF ANNUAL GENERAL MEETING 2022

(Registered in England and Wales with company number 03923150)

This notice of meeting is important and requires your immediate attention.

If you are in any doubt as to the contents of this document and/or the action you should take, you are recommended to consult an independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Water Intelligence plc ("Company"), please send this document and all accompanying documents as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through or to whom the transfer was effected so that they can be passed on to the person who now holds the shares.

Water Intelligence plc

(the "Company")

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING ("AGM") of the Company will be

held at the offices of WH Ireland plc, 24 Martin Lane, London EC4R 0DR, at 8.30 a.m (UK time) on 11 July 2022.

The AGM will be held in order to consider and if thought fit, pass resolutions 1 to 5 as ordinary resolutions and resolutions 6 to 7 below as special resolutions.

Ordinary Resolutions

1. THAT the Company's annual accounts for the financial year ended 31st December 2021, together with the last directors' report and the auditor's report on those accounts and the directors' report, be received and adopted.
2. THAT Crowe UK LLP be reappointed as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next meeting at which accounts are laid before the Company.
3. THAT the board be authorised to agree the remuneration of the auditors.
4. THAT Bobby Knell (who retires by rotation in accordance with the Articles of Association) be reappointed as a director of the Company.
5. THAT, in substitution for any existing and unexercised authorities, the directors be and are generally and unconditionally authorised for the purposes of section 551 of the Act to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company provided that this authority shall be limited to the allotment of shares or granting rights to subscribe for or convert any security into shares to any person or persons up to an aggregate nominal amount of share capital of £66,000.
   The authorities conferred by this resolution shall expire at the conclusion of the next annual general meeting of the Company (unless previously renewed, varied or revoked by the Company in a general meeting), provided that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares be granted after such expiry and the directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement notwithstanding that the authority conferred hereby has expired.

Special Resolutions

1. THAT, subject to and conditional upon the passing of Resolution 5, in substitution for any existing and unexercised authorities, the directors be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities wholly for cash, within the meaning of section 560(1) of the Act, and/or pursuant to section 573 of the Act to sell shares held by the Company as treasury shares for cash, pursuant to the general authority conferred by Resolution 5 above as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:
2. 1. the allotment of equity securities in connection with a rights issue, open offer or other offer of securities in favour of the holders of shares in the Company on the register of

members at such record dates as the directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of shares in the Company held or deemed to be held by them on any such record dates (which shall include the allotment of equity securities to any underwriter in respect of such issue or offer), subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatever; and

1. the allotment of equity securities (otherwise than in sub-paragraph (a) above) to any person or persons up to an aggregate nominal amount of share capital of £30,000,

provided that the authorities conferred by this resolution shall expire at the conclusion of the next annual general meeting of the Company (unless previously renewed, varied or revoked by the Company), save that the Company may, before such expiry, 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 offer or agreement notwithstanding that the power conferred hereby has expired and that all previous authorities under section 570 of the Act be and they are hereby revoked (and in this resolution the expression "equity securities" and references to the "allotment of equity securities" shall bear the same respective meanings as in section 560 of the Act).

1. THAT, the Company be generally and unconditionally authorised to make market purchases (as defined in the Act) of ordinary shares on such terms and in such manner as the directors may from time to time determine, provided that:
2. 1. the maximum number of ordinary shares authorised to be purchased under this resolution shall be 1,000,000;
   2. the minimum price which may be paid for an ordinary share is 1p;
   3. the maximum price which may be paid for an ordinary share is an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share (as derived from the Daily Official List) for the five business days immediately preceding the date on which the ordinary share is contracted to be purchased;
   4. the minimum and maximum prices per ordinary share referred to in subparagraphs (b) and (c) of this resolution are in each case exclusive of any expenses payable by the Company;
   5. the authority conferred by this resolution shall expire at the conclusion of the next annual general meeting of the Company unless such authority is varied, revoked or renewed prior to such time by the Company in general meeting by special resolution; and
   6. the Company may make a contract to purchase ordinary shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be completed wholly or partly after the expiration of such authority.

Notes:

1. Shareholders entitled to attend and vote at the AGM ("Shareholders") may appoint a proxy or proxies to attend and speak and, on a poll, vote on their behalf. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form enclosed. A proxy need not be a member of the Company. A Shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder. Investors who hold their shares through a nominee may wish to attend the AGM as a proxy, or to arrange for someone else to do so for them, in which case they should discuss this with their nominee or stockbroker. Shareholders are invited to complete and return the enclosed proxy form. To appoint more than one proxy you may photocopy the proxy form. Completion of the proxy form will not prevent a Shareholder from attending and voting at the AGM if subsequently he/she finds they are able to do so. To be valid, completed proxy forms must be received at the offices of the Company's registrars, Neville Registrars, Neville House, Steelpark Road, Halesowen, B62 8HD, United Kingdom by not later than 8.30 a.m. (UK time) on 7 July 2022 (being 48 hours prior to the time fixed for the AGM, excluding weekends and public holidays) or, in the case of an adjournment, as at 48 hours prior to the time of the adjourned AGM (weekends and public holidays excluded).
2. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
3. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those holders of voting shares in the capital of the Company registered in the register of members of the Company at 6 p.m. on 7 July 2022 or, in the case of an adjournment, as at 48 hours prior to the time of the adjourned AGM (weekends and public holidays excluded) shall be entitled to attend or vote at such meeting in respect of the number of shares registered in their name. Changes to entries in the relevant register of members after 6 p.m. (UK time) on 7 July 2022 or, in the event that the meeting is adjourned, in the register of members after 6 p.m. (UK time) 48 hours prior to the time of the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.
4. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting 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. In order for a proxy appointment 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 ('Euroclear') 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 Company's agent (ID 7RA11) by the latest time for proxy appointments. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company'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 appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. 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 service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com/CREST). 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 (as amended).

Explanatory Notes:

Resolution 1: Report and Accounts

The directors will present the audited financial statements of the Company for the year ended 31 December 2021 (the "2021 Annual Report and Accounts"), together with the directors' report and the auditor's report on those financial statements.

Resolution 2 and 3: Re-appointment and remuneration of auditor

The Company is required to appoint an auditor at each Annual General Meeting of the Company at which accounts are laid before shareholders, to hold office until the next such meeting. These Resolutions propose that Crowe UK LLP be re-appointed as auditor for the current year and that the directors be authorised to determine their remuneration.

Resolution 4: Re-election of directors

The Board has adopted a practice of retiring one third of non-executive directors at each Annual General Meeting of the Company. In addition, the Articles of Association require that all newly appointed directors retire at the first Annual General Meeting of the Company following their appointment. There have been no such appointments since the Company's AGM in 2021. Accordingly, Bobby Knell shall retire and be proposed for re-election at the AGM.

Resolution 5: Directors' authority to allot securities

As at close of business on 14 June 2022 (being the latest practicable date prior to publication of this Notice of AGM) there were 17,417,688 Ordinary Shares in issue, 59,000 of which were held by the Company in treasury and 2,080,000 B Ordinary Shares in issue.

The directors may only allot shares or grant rights to subscribe for or convert any security into shares in the Company if authorised to do so by shareholders. The relevant authority granted at the last Annual General Meeting of the Company is due to expire at the conclusion of the AGM. Accordingly, this Resolution seeks the grant of a new authority under section 551 of the Companies Act 2006 authorising the directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company and will expire at the conclusion of the next Annual General Meeting of the Company in 2023 or, if earlier, the close of business on 31 July 2023. If passed, Resolution 5 would give the directors authority to allot shares or grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal value of £66,000 representing 6,600,000 Ordinary Shares being approximately 33.9% of the Company's existing issued share capital (including shares held in treasury) and calculated as at 17 June 2022 (being the latest practicable date prior to publication of this Notice of AGM).

Resolution 6: Disapplication of pre-emption rights

Under section 561(1) of the Companies Act 2006, if the directors wish to allot any of the unissued shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the directors will need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. This cannot be done under the Act unless the shareholders have first waived their pre-emption rights. Resolution 6 asks the shareholders to do this and, apart from rights issues or any other pre-emptive offer concerning equity securities, the authority will be limited to the issue of shares for cash up to a maximum aggregate nominal value of £30,000 (which includes the sale on a non pre-emptive basis of any shares held in treasury) representing 3,000,000 Ordinary Shares being approximately 15.4 per cent. of the Company's existing issued share capital (including shares held in treasury) as at 17 June 2022 (being the latest practicable date prior to publication of this Notice of AGM).