Brand Architekts : AGM Notice 2018 (Shareholder Meeting)

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 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 transferred all of your shares in the Company, please send this document and all accompanying documents 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 owns the shares.

SWALLOWFIELD PLC

Swallowfield House

(Registered in England and Wales with companynumber 01975376)

Station Road

Wellington

Somerset TA21 8NL

19 October 2018

Dear Shareholder,

Notice of the 2018 Annual General Meeting

I am pleased to enclose the Report and Accounts for Swallowfield plc (the "Company") for the year ended June 2018.

Annual General Meeting

This year's Annual General Meeting (the "AGM") of the Company will be held on Thursday 15 November 2018 at 12 noon at Swallowfield House, Station Road, Wellington, Somerset TA21 8NL. The notice of the AGM is set out on page 2 of this document, and on page 5 there are notes explaining the resolutions.

Action

If you are unable to attend the meeting or wish to register your proxy votes now in relation to the resolutions proposed, you should complete the enclosed Form of Proxy and return it to the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 12 noon on Tuesday 13 November 2018, following the instructions on the form. Please see the notes to the notice of AGM and the Form of Proxy for full details about the appointment of proxies.

Notice of Annual General Meeting

Notice is hereby given that the thirty-second Annual General Meeting (the "AGM") of Swallowfield plc (the "Company") will be held at Swallowfield House, Station Road, Wellington, Somerset TA21 8NL on Thursday 15 November 2018 at 12 noon for the following purposes:

As Ordinary Business

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

1. To receive the annual statement of accounts and the reports of the directors

• and auditors for the year ended June 2018.

• 2. To declare a final dividend of 4.2p per ordinary share.

• 3. To re-elect Mr R S McDowell as a director.

• 4. To re-elect Mr B M Hynes as a director.

• 5. To authorise the directors to determine the auditors' remuneration.

• 6. To re-appoint Grant Thornton UK LLP as the Company's auditors until the conclusion of the next Annual General meeting of the Company.

As Special Business

To consider and, if thought fit, pass the following resolutions of which resolution 7 will be proposed as an ordinary resolution and resolutions 8, 9 and 10 will be proposed as special resolutions:

7. That, in substitution for any equivalent authorities and powers granted to the directors prior to the passing of this resolution, the directors be and they are hereby generally and unconditionally authorised pursuant to section 551, 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") provided that this authority shall be limited to relevant securities up to an aggregate nominal amount of £282,810, representing approximately one-third of the nominal value of the issued ordinary share capital of the Company at the date of this notice. Unless previously revoked, varied or extended, this authority shall expire on the earlier of 30 December 2019 and the conclusion of the next Annual General Meeting of the Company, 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.

8. That 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:

  (a) the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities:

(i) 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

(ii)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 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

(b) the allotment, otherwise than pursuant to sub-paragraph (a) above, of equity securities up to an aggregate nominal value equal to £42,850 representing not more than 5% of the issued share capital of the Company; and

unless previously revoked, varied or extended, this power shall expire on the earlier of 30 December 2019 and the conclusion of the next Annual General Meeting of the Company, 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 or sold 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.

9.

That, in addition to the authority granted under resolution 7 above, the directors be and they are empowered to allot further 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 6 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:

• (a) limited to the allotment of equity securities up to an aggregate nominal value equal to £42,850 representing not more than 5% of the issued share capital of the Company; and

• (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

• • unless previously revoked, varied or extended, this power shall expire on the earlier of 30 December 2019 and the conclusion of the next Annual General Meeting of the Company, 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 or sold 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.

10. That the Company be and is hereby unconditionally and generally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 5p each ("Ordinary Shares") provided that:

• a) the maximum number of Ordinary Shares authorised to be purchased is 1,713,554 representing approximately 10% of the Company's issued ordinary share capital at the date of this notice;

• b) the minimum price which may be paid for any such Ordinary Share is 5p exclusive of any expenses payable by the Company;

• c) the maximum price which may be paid for an Ordinary Share shall be an amount equal to 105% of the average middle market quotations for an Ordinary Share as derived from the AIM Index of the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and

• d) this authority shall, unless previously renewed, revoked or varied, expire on the earlier of the 30 December 2019 or the conclusion of the next Annual General Meeting of the Company, but the Company may enter into a contract for the purchase of Ordinary Shares before the expiry of this authority which would or might be completed (wholly or partly) after its expiry.

By order of the Board	Swallowfield House
M Gazzard	Station Road
Group Finance Director and Company Secretary	Wellington
Somerset
19 October 2018	TA21 8NL

Members should refer to the explanatory notes that accompany this notice

• 1. A member who is entitled to attend, speak and vote may appoint a proxy to attend, speak and vote instead of him. A proxy need not also be a member of theCompany but must attend the AGM in order to represent you. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a member must have more than one share to be able to appoint more than one proxy). A form of proxy is enclosed. The notes to the form of proxy include instructions on how to appoint the Chairman of the AGM or another person as proxy.

• 2. The following documents are available for inspection at the registered office of the Company during the usual business hours on any weekday (Saturday, Sunday or public holidays excluded) from the date of this notice until the conclusion of the AGM and will also be available for inspection at the place of the AGM from 11.45 a.m. on the day of the AGM until its conclusion:

  • (a) copies of the executive directors' service contracts with the Company and letters of appointment of the non-executive directors; and

  • (b) the register of directors' interests in the capital of the Company.

• 3. The Company pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of the Company at 6.00 p.m. on Tuesday 13 November 2018 (or if the AGM is adjourned, two days before the time fixed for the adjourned AGM) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Any changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM.

• 4. As at 18 October 2018 (being the last business day prior to the publication of this Notice), the Company's issued share capital consists of 17,135,542 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 18 October 2018 are 17,135,542.

• 5. If you wish to attend the AGM in person, you should arrive at the meeting venue in good time before the meeting, bringing proof of ID (such as a driving licence or passport).

• 6. In the case of joint holders of shares, the vote of the first named in the register of members who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders.

• 7. A member that is a company or other organisation not having a physical presence cannot attend in person but can appoint someone to represent it. This can be done in one of two ways: Either by the appointment of a proxy (described in Note 1 above) or of a corporate representative. Members considering the appointment of a corporate representative should check their own legal position, the Company's articles of association and the relevant provision of the Act.

• 8. The meeting venue is within a factory environment, and as a consequence we