ZOO Digital : Notice of AGM on 28th September 2023

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 seek your own personal financial advice from your stockbroker, bank, solicitor, accountant or other appropriate independent professional adviser.

If you have sold or otherwise transferred all of your shares in ZOO Digital Group plc ("Company"), please pass this document, together with the accompanying documents, as soon as possible 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.

ZOO Digital Group plc

Registered in England and Wales No. 3858881

Second Floor

Castle House

Angel Street

Sheffield

S3 8LN

28 August 2023

To ordinary shareholders

Dear Shareholder

Annual General Meeting 2023

I am pleased to send you details of our 2023 annual general meeting ("AGM"), which will be held at Instinctif, First floor, 65 Gresham Street, London, EC2V 7NC on Thursday, 28 September 2023 at

5.00 pm. The meeting will also be streamed via the internet for the benefit of those who are unable to attend in person. I hope that you will be able to attend. At the event we will be providing an investor briefing which will include presentations by members of our management team, demonstration of software and ample opportunity for Q&A. The physical meeting is open to shareholders and non- shareholders alike and will be followed by refreshments. Seating is limited, and you are encouraged to reserve your seat if you plan to attend the physical event or to join the live stream using the following link:

https://www.zoodigital.com/agm-2023

Alternatively, please email our Investor Relations team on ir@zoodigital.com or telephone 0114 241 3700.

The formal notice of the AGM, which is set out on pages 5 to 8 of this document ("Notice"), sets out the business to be considered at the AGM. The purpose of this letter is to provide you with further details about those items of business.

This year, shareholders will be asked to approve 8 resolutions. Resolutions 1 to 7 are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than 50 per cent of the votes cast must be in favour of the resolution.

Resolution 8 is proposed as a special resolution. This means that, for the resolution to be passed, at least 75 per cent of the votes cast must be in favour of the resolution.

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Resolution 1: Annual report and accounts

The directors must present the Company's annual accounts and the strategic, directors' and auditors' reports to shareholders at a general meeting. Those to be presented at the AGM are in respect of the year ended 31 March 2023, and are called the Annual Report 2023.

The Annual Report 2023 is available on the Company's website (www.zoodigital.com/annual-report). If you have elected to receive correspondence in hard copy, then a copy of the Annual Report 2023 will accompany this document. Should you wish to change your election at any time, or if you wish to request a hard copy of the Annual Report 2023, you can do so by contacting the Sheffield office or by email to ir@zoodigital.com and provide your name and address.

Resolution 2: Directors' remuneration report

The Company is seeking shareholder approval at its AGM for the part of its directors' remuneration report which describes how the Company's directors' remuneration policy has been implemented during the previous financial year.

The relevant part of the directors' remuneration report is set out on pages 56 to 59 of the Annual Report 2023.

This vote is advisory only, therefore it does not affect the historical remuneration paid to any individual director.

Resolutions 3 and 4: Appointment/reappointment of directors

Resolution 3 proposes the reappointment of Mickey Kalifa as a director. This is in accordance with the Company's articles of association, which require that one-third of the directors (or the number nearest to but not exceeding one-third) retire by rotation at each AGM, with each director also being subject to reappointment at intervals of not more than three years. The directors who retire by rotation are those who have been directors for the longest period of time since they were last appointed or reappointed by shareholders.

Resolution 4 proposes the reappointment of Gordon Doran as a director. This is in accordance with the Company's articles of association, which require that one-third of the directors (or the number nearest to but not exceeding one-third) retire by rotation at each AGM, with each director also being subject to reappointment at intervals of not more than three years. The directors who retire by rotation are those who have been directors for the longest period of time since they were last appointed or reappointed by shareholders.

Resolutions 5 and 6: Reappointment and remuneration of auditors

The Company is required to appoint auditors at each general meeting at which its annual accounts and reports are presented to shareholders. Therefore, resolution 5 proposes the reappointment of Grant Thornton UK LLP as auditors (to hold office until the next such meeting).

In accordance with normal practice, resolution 6 authorises the directors to determine the auditors' remuneration.

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Resolution 7: Authority to allot shares

Generally, the directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by shareholders in general meeting.

Resolution 7 renews a similar authority given at last year's AGM and, if passed, resolution 7 will authorise the directors to allot shares in the Company (and to grant such rights) up to an aggregate nominal amount of £325,879.78 (which represents approximately one-third of the issued ordinary share capital of the Company as at 1 September 2023, being the last practicable date before the publication of this document). If given, this authority will expire at the conclusion of the Company's next AGM or on 18 December 2024 (whichever is the earlier). It is the directors' intention to renew this authority each year.

As at the date of this document, no ordinary shares are held by the Company in treasury.

The directors have no current intention to exercise the authority sought under resolution 7.

Resolution 8: Disapplication of pre-emption rights

Generally, if the directors wish to allot new shares or other equity securities (within the meaning of section 560 of the Companies Act 2006 ("Act")) for cash, then under the Act they must first offer such shares or securities to ordinary shareholders in proportion to their existing holdings. These statutory pre-emption rights may be disapplied by shareholders.

Resolution 8, which will be proposed as a special resolution, renews a similar power given at last year's AGM and, if passed, will enable the directors to allot equity securities for cash up to a maximum aggregate nominal amount of £97,763.94 without having to comply with statutory pre-emption rights.

The powers proposed under resolution 8 will be limited to allotments:

1. in connection with a rights issue, open offer or other pre-emptive offer; and
2. in any other case, up to an aggregate nominal amount of £97,763.94 (which represents approximately ten per cent. of the issued ordinary share capital of the Company as at
   1 September 2023 being the last practicable date before the publication of this document).

If given, this power will expire at the conclusion of the Company's next AGM or on 18 December 2024 (whichever is the earlier). It is the directors' intention to renew this power each year.

Recommendation

The directors consider that all the resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole. The directors who hold shares will be voting in favour of all of the resolutions, and unanimously recommend that you do so as well.

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Action to be taken

If you would like to vote on the resolutions set out in the Notice but cannot come to the AGM, please appoint a proxy or proxies by completing the Proxy Form sent to you with this document, and returning it to our registrars.

Your proxy appointment must be received by 5.00 pm on Tuesday 26 September 2023. Further details relating to voting by proxy are set out in the notes to the Notice on pages 7 and 8 of this document and in the Proxy Form.

Yours sincerely

Gillian Wilmot

Chairman

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ZOO DIGITAL GROUP PLC

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of ZOO Digital Group plc ("Company") will be held at 5.00 pm on Thursday 28 September 2023, at Instinctif, First Floor, 65 Gresham Street London, EC2V 7NC for the following purposes:

RESOLUTIONS

To consider and, if thought fit, to pass the following resolutions, of which those numbered 1 to 7 will be proposed as ordinary resolutions and that numbered 8 will be proposed as a special resolution.

Ordinary Resolutions

1. To receive the Company's annual accounts and strategic, directors' and auditors' reports for the year ended 31 March 2023.
2. To approve the directors' remuneration report (other than the part containing the directors' remuneration policy) for the year ended 31 March 2023.
3. To reappoint Mickey Kalifa as a director of the Company, having retired by rotation in accordance with the articles of association of the Company.
4. To reappoint Gordon Doran as a director of the Company, having retired by rotation in accordance with the articles of association of the Company.
5. To reappoint Grant Thornton UK LLP as auditors of the Company.
6. To authorise the directors to fix the remuneration of the auditors.
7. That, pursuant to section 551 of the Companies Act 2006 ("Act"), the directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £325,879.78, provided that (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on 18 December 2024 (whichever is the earlier), save that the Company may make an offer or agreement before this authority expires which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after this authority expires and the directors may allot shares or grant such rights pursuant to any such offer or agreement as if this authority had not expired.

This authority is in addition to all existing authorities under section 551 of the Act.

Special Resolution

8. That, subject to the passing of resolution 7 and pursuant to section 570 of the Act, the directors be and are generally empowered to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority granted by resolution 7 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

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