Directa Plus : Notice of General Meeting

Directa Plus	1
Notice of General Meeting

THISDOCUMENTISIMPORTANTANDREQUIRESYOURIMMEDIATEATTENTION

If you are in any doubt about the contents of this document and/or as to what action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised pursuant to the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was affected for onward transmission to the purchaser or transferee. Such documents should not, however, be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares, you should retain these documents.

Directa Plus Plc

(Incorporated in England and Wales with company registration number 04679109)

Notice of General Meeting

Notice is hereby given that a General Meeting of Directa Plus Plc (the "Company") will be held on Friday 26 July 2024 at 3.00 p.m. on the 7th Floor, 50 Broadway, London SW1H 0DB to consider and, if thought fit, to pass resolutions 1 to 3 overleaf.

Members of the Company are entitled to appoint a proxy to exercise all or part of their rights to attend, speak and vote at the meeting. A proxy need not be a member of the Company. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different Ordinary Share or Ordinary Shares held by that member.

Please note that a Form of Proxy will not be sent with this notice. To be valid, a Proxy Vote must be received by the shareholder portal at www.signalshares.com, via the LinkVote+ app, in the case of shares held through CREST, via the CREST system or, if you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform. For proxy appointments to be valid, they must be received no later than 3.00 p.m. on Wednesday 24 July 2024 (or, if the meeting is adjourned, 48 hours (excluding non-working days) before the time of the adjourned meeting).

• Directa Plus
  Notice of General Meeting

Directors:	Registered office
Richard Hickinbotham (Chairman)	7th Floor, 50 Broadway
Giulio Cesareo (Chief Executive Officer)	London SW1H 0DB
Giorgio Bonfanti (Chief Financial Officer)	United Kingdom
Sarah Cope (Non-Executive Director)
Wesley Clark (Non-Executive Director)

To Directa Plus Plc shareholders 28 June 2024

Dear Shareholder,

General Meeting

I am pleased to invite you to a general meeting (the "GM" or the "Meeting") of Directa Plus Plc (the "Company"). The Meeting is to be held on 26 July 2024 at 3.00 p.m. (UK time) on the 7th Floor, 50 Broadway, London SW1H 0DB. The formal notice convening the GM (the "Notice of GM" or "Notice") on page 4 of this document sets out the business to be considered at the Meeting. The purpose of this letter is to explain certain elements of that business to you.

An explanation of each of the resolutions to be proposed at the GM is set out below. All Resolutions will be proposed as ordinary resolutions. For an ordinary resolution to be passed, more than 50% of the votes cast must be in favour of the resolution. Each of the resolutions to be considered at the GM will be voted on by way of a poll. This ensures that shareholders who are unable to attend the GM but who have appointed proxies have their votes fully taken into account.

Ordinary Resolutions

Resolution1-ToreceivetheAnnualReportandAccounts

Under the Company's Act 2006, the Directors are required to present the strategic report, directors' report and auditor's report and annual accounts of the Company to the Meeting. These are contained in the Company's 2023 Annual Report and Financial Statements for the year ended 31 December 2023 (the "Annual Report"), which was circulated at the time of this Notice and is also available on the Company's website at www.directa-plus.com.

Resolution2-Re-appointmentofAuditor

At each general meeting at which the Company's annual financial statements are presented to its members, the Company is required to appoint an auditor to serve until the next such meeting. The Board, on the recommendation of the Audit Committee, recommends the re-appointment of BDO LLP as auditors of the Company.

Resolution3-RemunerationofAuditor

The remuneration of the Company's auditor must be fixed by the Company in a general meeting or in such manner as the Company may determine in a general meeting. This resolution gives authority to the Audit Committee to approve the terms of engagement and determine the remuneration of the Company's auditors.

Directa Plus	3
Notice of General Meeting

Resolutions and important notes

The Notice is set out on page 4 of this document. There will be an opportunity for you to raise questions at the Meeting about the resolutions set out in the Notice and about the business of the Company.

AttendanceandVotinginPersonorbyProxy

All resolutions for consideration at the Meeting will be voted on by way of a poll, rather than a show of hands. This means that shareholders will have one vote for each ordinary share held. The Company believes this will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the Meeting but who have appointed a proxy for the Meeting.

If you are entitled, but unable, to attend and vote at the Meeting, you may appoint a proxy to vote on your behalf. Please take careful note of the provisions included in the Notice set out on pages 5-7 regarding the actions required by shareholders. If you are in any doubt as to the action you should take, please consult your stockbroker, solicitor/attorney, accountant, CSDP, banker or other independent professional adviser immediately.

FurtherInformation

Further information relating to the Company and its financial information can be found in the Company's Annual Report and Financial Statements for the year ended 31 December 2023, which was circulated at the same time as this Notice and is also available on the Company's website at www.directa-plus.com.

Recommendation

The Board believes that resolutions 1 to 3 contained in the Notice of the Meeting are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial shareholdings.

Thank you for your continued support and cooperation.

Yours faithfully

Richard Hickinbotham

Chairman

• Directa Plus
  Notice of General Meeting

Notice of General Meeting

Notice is hereby given that a General Meeting (the "Meeting") of Directa Plus Plc (the "Company") will be held on the 7th Floor, 50 Broadway, London SW1H 0DB on Friday 26 July 2024 at 3.00 p.m. (UK time).

You will be asked to consider, and, if thought fit, to pass the resolutions below. Voting on all resolutions will be by way of a poll. All resolutions will be proposed as ordinary resolutions. For an ordinary resolution to be passed, more than 50% of the votes cast must be in favour of the resolution.

Ordinary Resolutions

ResolutionNumber1:AnnualFinancialStatementsandDirectors'Report

1. To receive the Company's annual financial statements for the financial year ended 31 December 2023 together with the Directors' reports and the auditor's report on those financial statements.

ResolutionNumber2:Re-appointmentofAuditor

2. To re-appoint BDO LLP as the Company's auditor, to hold office from the conclusion of the Meeting until the conclusion of the next general meeting at which annual financial statements are laid before the Company.

ResolutionNumber3:RemunerationofAuditor

3. To authorise the Audit Committee to determine the remuneration of the auditor. By order of the Board

Giorgio Bonfanti

Company Secretary

28 June 2024

Directa Plus Plc

7th Floor, 50 Broadway, London SW1H 0DB

Directa Plus	5
Notice of General Meeting

Important notes

The following notes explain your general rights as a shareholder and your right to attend and vote at the Meeting or to appoint someone else to vote on your behalf.

1. Entitlement to attend and vote: To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be registered in the Register of Members of the Company at close of business on Wednesday 24 July 2024. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights
   of any person to attend and vote at the Meeting.
   It is the current intention that, in accordance with article 19.10 of the Company's Articles of Association, at the beginning of the Meeting the Chairman of the Meeting will demand a poll on each of the resolutions to be put to the Meeting.
   On a poll vote every shareholder who is present in person or by proxy or by representative (in the case of a corporate member) has one vote for every share of which he is the holder, proxy or representative. On a poll, a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes in the same way.
   In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. Seniority is determined by the order in which the names of the shareholders stand in the Register of Members of the Company.
2. Appointment of proxies: Members are entitled to appoint a proxy to exercise all or part of their rights to attend and to speak and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different ordinary share or Ordinary Shares held by that shareholder. A proxy need not be a shareholder of the Company.
3. Attending in person: Shareholders, or their proxies, intending to attend the Meeting in person are requested, if possible, to arrive at the Meeting venue at least 30 minutes prior to the commencement of the Meeting at 3.00 p.m. on Friday 26 July 2024 so that their shareholding may be checked against the Company's share register and attendances recorded.
   The return of a Proxy Vote by electronic filing, via Proxymity or any CREST Proxy Instruction (as described in note 10 below) will not prevent a shareholder from attending the Meeting and voting in person if he/she wishes to do so. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
4. Appointment of proxy electronically: Shareholders can appoint a proxy electronically up to 3.00 p.m. on Wednesday 24 July 2024 (or, if the Meeting is adjourned, 48 hours (excluding non-working days) before the time of the adjourned Meeting) either by the shareholder portal at www.signalshares.com, via the LinkVote+ app (see below), for CREST holders, via the CREST Network (see note 10 below) or via the Proxymity platform (see note 10 below).
   LinkVote+ is a free app for smartphone and tablet provided by Link Group (the company's registrar). It offers shareholders the option to submit a proxy appointment quickly and easily online, as well as real-time access to their shareholding records. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

• Directa Plus
  Notice of General Meeting

1. Hard copy form of proxy: If you wish to receive a hard copy form of proxy, you may request a hard copy form of proxy directly from the
   registrars, Link Group, via email at [e-mail] or on Tel: [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. They are open between 09:00 - 17:30 Monday to Friday excluding public holidays in England and Wales.
2. Appointment of proxy by joint members: 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).
3. Nominated persons: Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
   The statement of the rights of shareholders in relation to the appointment of proxies in notes 2 and 6 do not apply to Nominated Persons.
4. Votes withheld and discretionary votes: 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.
5. Changing proxy instructions: If you return more than one proxy appointment, either by paper or electronic communication, that appointment received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.
6. Appointment of proxies through CREST: CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from https://www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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 or instruction 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 & International Limited's 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 issuers' agent (ID RA10) by 3.00 p.m. on Wednesday 24 July 2024 (or, if the Meeting is adjourned, 48 hours (excluding non-working days) before the time of the adjourned Meeting). For this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST application host) from which the issuers 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 UK & International Limited does not make available special procedures in CREST for any particular message. 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 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.
   Proxymity Voting - if you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 3.00 p.m. on Wednesday 24 July 2024 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Directa Plus	7
Notice of General Meeting

1. Corporate representatives: Any corporation which is a member is encouraged appoint the Chairman of the Meeting as its proxy in the manner detailed above.
2. Issued shares and total voting rights: As at 27 June 2024 (being the latest practicable business day prior to the publication of this Notice), the Company's ordinary issued share capital consisted of 66,057,649 Ordinary Shares, carrying one vote each. No shares are held in treasury. Therefore, the total voting rights in the Company as at 27 June 2024 are 66,057,649.
3. Website publication of audit concerns: Under section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set
   out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's financial statements (including the auditor's report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting for the relevant financial year includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
4. Questions at the meeting: Any shareholder attending the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered. Shareholders who are unable to attend the GM are encouraged to send any questions they would have raised to [e-mail] before the date of the GM. After the GM has concluded the Company will respond to you directly.
5. Documents on display: Copies of the service contracts of the Executive Directors and the letters of appointment of the Chairman and Non- Executive Directors are available for inspection during normal business hours at the registered office of the Company and may also be inspected at the GM venue for 15 minutes prior to and during the Meeting. Copies of these documents are available, on request, from the Company Secretary, Giorgio Bonfanti at [e-mail]. Responses will be provided during normal working hours Monday to Friday, excluding bank holidays.
6. Communication: You may not use any electronic address provided in either this Notice or any related documents to communicate with the Company for any purposes other than those expressly stated.
7. Website giving information regarding the Meeting: A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found on the Company's website at www.directa-plus.com.

Directa Plus Plc

7th Floor

50 Broadway London SW1H 0DB United Kingdom

www.directa-plus.com