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DJ Netalogue Technologies Plc AGM to be held 7th September 2018

 
TIDMNTLP 
 
Notice of Annual General Meeting 
 
Netalogue Technologies plc 
 
 
Notice is hereby given that the Annual General Meeting of Netalogue 
Technologies plc ("the Company") will be held at 10:00am on Friday 7th 
September 2018 at Baglan Bay Innovation Centre, Central Avenue, Baglan Bay, 
West Glamorgan, SA12 7AX for the purposes of considering and, if thought fit, 
passing the following resolutions which will be proposed, in the case of 
resolutions 1 to 4 (inclusive), as ordinary resolutions and, in the case of 
resolution 5, as a special resolution. 
 
Ordinary Resolutions 
 
1.             THAT the Directors' Report and audited accounts of the Company 
for the year ended 31st March 2018 be received and adopted. 
 
2.             THAT Nick Barley be re-appointed as a Director of the Company by 
rotation in accordance with the Articles of Association. 
 
3.             THAT PriceWaterhouseCoopers LLP be re-appointed as Auditors of 
the Company and the Directors be authorised to fix their remuneration. 
 
4.            THAT, in accordance with section 551 of the Companies Act 2006 
(the "2006 Act"), the 
   Directors be generally and unconditionally authorised to allot shares in the 
Company or grant 
   rights to subscribe for or to convert any security into shares in the 
Company ("Rights") up to 
   an aggregate nominal amount of GBP400,000.00 provided that this authority 
shall, unless 
   renewed, varied or revoked by the Company, expire on the earlier of the date 
falling 15 
   months after the date of the passing of this resolution and the conclusion 
of the subsequent 
   annual general meeting of the Company, save that the Company may, before 
such expiry, 
   make an offer or agreement which would or might require shares to be 
allotted or Rights to            be granted and the Directors may allot shares 
or grant Rights in pursuance of such offer or 
   agreement notwithstanding that the authority conferred by this resolution 
has expired. 
 
                This authority is in substitution for all previous authorities 
conferred on the Directors in 
   accordance with section 551 of the 2006 Act. 
 
Special Resolution 
 
5.             THAT, the Directors be and are hereby empowered, pursuant to 
Section 570 of the 2006 Act, to allot equity securities (within the meaning of 
Section 560 of the Act) for cash pursuant to the authority conferred by 
Resolution 5 as if Section 561(1) of the Act did not apply to any such 
allotment provided that this power shall be limited to: 
 
(a)   the allotment of equity securities in connection with a rights issue or 
other issue in favour of the holders of ordinary shares 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 ordinary shares held or deemed to be held by them, subject only to such 
exclusions or other arrangements as the directors may deem necessary or 
expedient to deal with fractional entitlements, legal or practical problems 
arising in any overseas territory or by virtue of shares being represented by 
depository receipts, the requirements of any regulatory body or stock exchange 
or any other matter whatsoever; 
 
 1. the allotment of equity securities for the purpose of any option, incentive 
    or profit sharing scheme (whether or not an employees' share scheme as 
    defined in the 2006 Act) being a scheme approved by shareholders in general 
    meeting, and; 
 
 2. the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) 
    of securities for cash up to an aggregate nominal value of GBP400,000.00 
 
And this power shall expire on the date which is 15 months after the date on 
which the resolution is passed or, if earlier, at the conclusion of the next 
annual general meeting of the Company. 
 
By Order of the Board 
Secretary 
Cargil Management Services Limited 
 
Dated: 10th August 2018 
 
 
Registered Office: 
Netalogue Technologies plc, Eastcastle House, 27-28 Eastcastle Street, London, 
W1W 8DH. 
 
Notes to the Notice of Annual General Meeting 
 
Entitlement to attend and vote 
 
1. Pursuant to Regulation 41 of The Uncertificated Securities Regulations 2001, 
the Company specifies that only those members registered on the Company's 
register of members 48 hours before the time of the Meeting shall be entitled 
to attend and vote at the Meeting. 
 
Appointment of proxies 
 
2. If you are a member of the Company at the time set out in note 1 above, you 
are entitled to appoint a proxy to exercise all or any of your rights to 
attend, speak and vote at the Meeting and you should have received a proxy form 
with this notice of meeting. You can only appoint a proxy using the procedures 
set out in these notes and the notes to the proxy form. 
 
3. A proxy does not need to be a member of the Company but must attend the 
Meeting to represent you. Details of how to appoint the Chairman of the Meeting 
or another person as your proxy using the proxy form are set out in the notes 
to the proxy form. If you wish your proxy to speak on your behalf at the 
Meeting you will need to appoint your own choice of proxy (not the Chairman) 
and give your instructions directly to them. 
 
4. You may appoint more than one proxy provided each proxy is appointed to 
exercise rights attached to different shares. You may not appoint more than one 
proxy to exercise rights attached to any one share. To appoint more than one 
proxy, please contact the Company's Registrar, Share Registrars' helpline on 
01252 821390. 
 
5. 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 the 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. 
 
6. The notes to the proxy form explain how to direct your proxy how to vote on 
each resolution or withhold their vote. 
 
To appoint a proxy using the proxy form, the form must be: 
 
  * completed and signed; 
 
  * sent or delivered, to the Company's Registrar, Share Registrars Ltd, The 
    Courtyard, 17 West Street, Farnham, Surrey GU9 7DR and received by 
    Company's Registrar, Share Registrars Ltd no later than 48 hours prior to 
    the Meeting. 
 
    In the case of a member which is a company, the proxy form must be executed 
    under its common seal or signed on its behalf by an officer of the Company 
    or an attorney for the Company. 
 
    Any power of attorney or any other authority under which the proxy form is 
    signed (or a duly certified copy of such power or authority) must be 
    included with the proxy form. 
 
    Appointment of proxy by joint members 
 
    7. 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). 
 
    Changing proxy instructions 
 
    8. To change your proxy instructions simply submit a new proxy appointment 
    using the methods set out above. Note that the cut-off time for receipt of 
    proxy appointments (see above) also apply in relation to amended 
    instructions; any amended proxy appointment received after the relevant 
    cut-off time will be disregarded. 
 
    Where you have appointed a proxy using the hard-copy proxy form and would 
    like to change the instructions using another hard-copy proxy form, please 
    contact the Company's Registrar, Share Registrars' helpline on 
    01252-821390. If you submit more than one valid proxy appointment, the 
    appointment received last before the latest time for the receipt of proxies 
    will take precedence. 
 
    Termination of proxy appointments 
 
    9. In order to revoke a proxy instruction you will need to inform the 
    Company using one of the following methods: 
 
    By sending a signed hard copy notice clearly stating your intention to 
    revoke your proxy appointment to Share Registrars Ltd, The Courtyard, 17 
    West Street, Farnham, Surrey GU9 7DR. In the case of a member which is a 
    company, the revocation notice must be executed under its common seal or 
    signed on its behalf by an officer of the Company or an attorney for the 
    Company. Any power of attorney or any other authority under which the 
    revocation notice is signed (or a duly certified copy of such power or 
    authority) must be included with the revocation notice. 
 
    In either case, the revocation notice must be received by the Company's 
    Registrar: Share Registrars Ltd, The Courtyard, 17 West Street, Farnham, 
    Surrey GU9 7DR. no later than 48 hours prior to the Meeting. 
 
 
    If you attempt to revoke your proxy appointment but the revocation is 
    received after the time specified then, subject to the paragraph directly 
    below, your proxy appointment will remain valid. 
 
    Appointment of a proxy does not preclude you from attending the Meeting and 
    voting in person. If you have appointed a proxy and attend the Meeting in 
    person, your proxy appointment will automatically be terminated. 
 
    Issued shares and total voting rights 
 
    10. As at [9th August] 2018 the Company's issued share capital comprised 
    [48,746,333] ordinary shares of 1p each. Each ordinary share carries the 
    right to one vote at an Annual General Meeting of the Company and, 
    therefore, the total number of voting rights in the Company as at [9th 
    August] 2018 is [48,746,333]. 
 
    Communications with the Company 
 
    11. Except as provided above, members who have general queries about the 
    Meeting should the Company's Registrar, Share Registrars' helpline on 

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DJ Netalogue Technologies Plc AGM to be held 7th -2-

    01252-821390 (no other methods of communication will be accepted).  You may 
    not use any electronic address provided either in this notice of general 
    meeting; or any related documents (including the chairman's letter and 
    proxy form), to communicate with the Company for any purposes other than 
    those expressly stated. 
 
Netalogue Technologies plc 
 
 
For use at the Annual General Meeting to be held at Netalogue Technologies plc 
("the Company"), Baglan Bay Innovation Centre, Central Avenue, Baglan Bay, West 
Glamorgan, SA12 7AX on Friday 7th September 2018 at 10:00 am 
 
I/We, (names in full) 
                                                   BLOCK CAPITALS PLEASE 
 
............................................................................................................................................. 
 
Of .......................................................................................................................................... 
 
............................................................................................................................................. 
 
being (a) holder(s) of Ordinary Shares of 1p each of the Company, hereby 
 
appoint the Chairman of the Meeting or .................................................................. 
.......................... 
 
to act as my/our proxy at the Annual General Meeting of the Company to be held 
on Friday 7th 
 
September 2018 at 10:00am and at any adjournment thereof. 
 
Please indicate with a tick in the relevant box below how you wish your vote to 
be the case on each of the resolutions to be proposed at the meeting.  If no 
specific direction has been given the proxy will vote or abstain at his/her 
discretion.  Full details of the resolutions are set out in the Notice of 
Meeting. 
 
RESOLUTIONS 
 
                                                    For   Against Withheld 
 
1. To receive the Directors' report and audited 
accounts of the 
    company for the period ended 31st March 2018 
 
2. To re-appoint Nick Barley as a director of the 
Company 
 
3. To re-appoint Price Waterhouse Coopers as 
auditors and authorise the Directors to fix their 
remuneration 
 
4. To authorise the directors to allot shares in 
the capital of the Company 
 
5. To authorise the directors to disapply 
statutory pre-emption rights to allot shares in 
the capital of the Company. 
 
 
 
 Dated ............................2018                      Signature............................................. 
 
To facilitate arrangements for the Meeting, please tick here.............. (without 
commitment on your part) if you propose to attend in person, directions will be 
sent to you. 
 
Notes on completion: 
 
       1.       As a member of the Company you are entitled to appoint a proxy 
to exercise all or any of your rights to attend, speak and vote at a general 
meeting of the Company. You can only appoint a proxy using the procedures set 
out in these notes. 
 
2.     Appointment of a proxy does not preclude you from attending the meeting 
and voting in person. If you have appointed a proxy and attend the meeting in 
person, your proxy appointment will automatically be         terminated. 
 
3.     A proxy does not need to be a member of the Company but must attend the 
meeting to represent you. To appoint as your proxy a person other than the 
Chairman of the meeting, insert their full name in the space provided. If you 
sign and return this proxy form with no name inserted in the space, the 
Chairman of the meeting will be deemed to be your proxy. Where you appoint as 
your proxy someone other than the Chairman, you are responsible for ensuring 
that they attend the meeting and are aware of your voting intentions. If you 
wish your proxy to make any comments on your behalf, you will need to appoint 
someone other than the Chairman and give them the relevant instructions 
directly. 
 
4.     You may appoint more than one proxy provided each proxy is appointed to 
exercise rights attached to different shares. You may not appoint more than one 
proxy to exercise rights attached to any one share. 
 
5.     To direct your proxy how to vote on the resolutions mark the appropriate 
box with an 'X'. 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. 
 
 1. To appoint a proxy using the proxy form, the form must be: 
      + completed and signed; 
      + sent or delivered to the Company's Registrar, Share Registrars Ltd, The 
        Courtyard, 17 West Street, Farnham, Surrey GU9 7DR 
      + and received by Share Registrars Ltd no later than 48 hours prior to 
        the Meeting. 
 
In the case of a member which is a company, the proxy form must be executed 
under its common seal or signed on its behalf by an officer of the Company or 
an attorney for the Company. 
 
Any power of attorney or any other authority under which the proxy form is 
signed (or a duly certified copy of such power or authority) must be included 
with the proxy form. 
 
7.     In the case of a member which is a company, this proxy form must be 
executed under its common seal or signed on its behalf by an officer of the 
company or an attorney for the company. 
 
8.     Any power of attorney or any other authority under which this proxy form 
is signed (or a duly certified copy of such power or authority) must be 
included with the proxy form and received by the Company no later than 5th 
September 2018. 
 
9.     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). 
 
11.   If you submit more than one valid proxy appointment, the appointment 
       received last before the latest time for the receipt of proxies will 
take precedence. 
 
 
 
END 
 

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August 10, 2018 02:00 ET (06:00 GMT)