THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Circular and what action you should take, you are recommended to consult your independent professional adviser, who is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act 1995 (as amended), if you are resident in Ireland, or who is authorised under the Financial Services and Markets Act, 2000 (as amended), if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom.

If you sell or otherwise transfer or have sold or otherwise transferred all of your Datalex plc shares, please forward this Circular and the accompanying Form of Proxy to the purchaser or transferee of such shares, or to the stockbroker or other agent through whom the sale or transfer is/was effected, for onward transmission to the purchaser or transferee.

The distribution of this Circular and/or the accompanying documents (in whole or in part) in certain jurisdictions may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Circular comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

DATALEX PLC

("Datalex" or the "Company")

NOTICE OF EXTRAORDINARY GENERAL MEETING

Replacement of CREST with Euroclear Bank for electronic settlement of trading in Datalex's

ordinary shares

Amendment of the Articles of Association

Your attention is drawn to the letter from the Chairman of the Company which is set out in Part 1A of this Circular, which contains the recommendation of the Board to Shareholders to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting referred to below. You should read this Circular in its entirety and when considering whether to vote in favour of the Resolutions.

Notice of the Extraordinary General Meeting of Datalex to be held at Block U, EastPoint Dublin, D03H704, Ireland on Wednesday, 10 February 2021 at 12.00 noon is set out at the end of this document.

The Company plans to conduct the Extraordinary General Meeting in accordance with the Irish Government's COVID-19 related public health measures and public health advice. Shareholders should expect the meeting to take place under constrained circumstances and are strongly recommended to vote by proxy. The Company will ensure that all legal requirements of the meeting, in accordance with its Articles of Association and the Migration Act, are satisfied with the minimum

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necessary quorum of three shareholders and physical distancing measures will be in place. The Company reserves the right to refuse entry to the meeting where reasonably necessary to comply with the COVID-19 related public health measures and advice. The Company will continue to closely monitor the developing situation around COVID-19 as well as any further advice from the Irish Government. If it becomes necessary to amend the arrangements for the Extraordinary General Meeting, as much notice as possible will be given to shareholders via RNS announcement.

A Form of Proxy for use at the Extraordinary General Meeting is enclosed. If you wish to validly appoint a proxy, the Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon to Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, as soon as possible and, in any event, so as to be received no later than 12.00 noon on Monday, 8 February 2021.

Alternatively, electronic proxy appointment is also available for the Extraordinary General Meeting. This facility enables shareholders to appoint a proxy by electronic means by logging on to www.eproxyappointment.com. To appoint a proxy on this website, shareholders need to enter a Control Number, a Shareholder Reference Number (SRN), a PIN and agree to the terms and conditions specified by the Company's Registrar. The Control Number, the Shareholder Reference Number (SRN) and PIN can be found on the top of the Form of Proxy.

For those shareholders who hold Shares in CREST, a shareholder may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrar under CREST participant ID 3RA50. In each case, the proxy appointment must be received electronically by no later than 12.00 noon on Monday, 8 February 2021.

If you have any questions about this document, the proposed Migration detailed herein or the EGM, or are in any doubt as to how to complete the Form of Proxy, please call Computershare Investor Services (Ireland) Limited on + 353 1 447 5460. Lines are open from 9.00 a.m. to 5.00 p.m. Monday to Friday (excluding public holidays). Please note that calls may be monitored or recorded and Computershare Investor Services (Ireland) Limited cannot provide legal, tax or financial advice or advice on the merits of Migration or the Resolutions.

Important Note

This Circular contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events, including Migration, and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict (certain of which are set out in this Circular with respect to Migration).

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Circular may not occur. The information contained in this Circular, including the forward-looking statements, speaks only as of the date of this Circular and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein save where indicated in this Circular, whether as a result of new information, future events or otherwise, except to the extent required by Euronext Dublin or by applicable law.

Information in this Circular in relation to the process of Migration and/or Market Migration is based on information contained in the EB Migration Guide, to which the attention of all Shareholders

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holding Migrating Shares is specifically drawn. The EB Migration Guide has been made available for inspection, in the manner outlined in paragraph 6 of Part 1B of this Circular.

Information in this Circular in relation to the service offering available following Migration from Euroclear Bank (in the case of EB Participants) and from EUI (in the case of CDI holders) is based on information contained in the EB Service Description and in the EB Rights of Participants Document and the CREST International Manual respectively.

In all cases the versions of the documents from which information contained in this Circular is drawn is the last published document as of the Latest Practicable Date.

Shareholders intending to hold their interests in Migrating Shares via the Euroclear System or CREST should carefully review the EB Migration Guide, the EB Service Description, the EB Rights of Participants Document and the CREST International Manual (including any updated versions thereof to the extent they are published after the date of this Circular), together with the additional documentation made available for inspection as set out in paragraph 6 of Part 1B of this Circular and should consider those documents and consult with their stockbroker or other intermediary in making their decisions with respect to their Migrating Shares.

The Company is not making any recommendation with respect to the manner in which Shareholders should hold their interests in the Company prior to, on, or subsequent to, the Migration. No reliance should be placed on the contents of this Circular for the purposes of any decision in that regard.

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CONTENTS

CLAUSE

PAGE

PART 1A - LETTER FROM THE CHAIRMAN OF DATALEX PLC ...........................................................

9

PART 1B - SUMMARY OF CERTAIN KEY ASPECTS OF MIGRATION.................................................

16

PART 2 - QUESTION AND ANSWERS IN RELATION TO THE MIGRATION ....................................

26

PART 3 - FURTHER INFORMATION PROVIDED FOR THE PURPOSE OF SECTION 6(1) OF THE

MIGRATION ACT............................................................................................................................................

32

PART 4 - COMPARISON OF THE EUROCLEAR BANK AND EUI SERVICE OF OFFERINGS .........

35

PART 5

- OVERVIEW OF CERTAIN BELGIAN LAW RIGHTS ................................................................

44

PART 6

- OVERVIEW OF CREST DEPOSITORY INTERESTS ..................................................................

51

PART 7

- TAX INFORMATION IN RESPECT OF THE MIGRATION .....................................................

55

PART 8

- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION .................................

69

DEFINITIONS - ...............................................................................................................................................

72

APPENDIX I -NOTICE OF EXTRAORDINARY GENERAL MEETING .................................................

78

APPENDIX II - RIGHTS OF MEMBERS OF IRISH INCORPORATED PLCS UNDER THE

COMPANIES ACT 2014 THAT ARE NOT DIRECTLY EXERCISABLE UNDER THE EUROCLEAR

BANK SERVICE OFFERING ..........................................................................................................................

84

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Datalex plc published this content on 15 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 January 2021 08:55:02 UTC