Pires Investments : Circular and Notice of General Meeting

This is an important document and requires your immediate attention.

If you are in any doubt about the action you should take, you should consult an independent financial adviser. If you have recently sold or transferred your shares in Pires Investments plc you should forward this document to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The registered office of Pires Investments plc is, 9th Floor, 107 Cheapside, London EC2V 6DN. Registered in England and Wales No. 02929801.

Pires Investments plc

Notice of

Annual General Meeting

30 November 2022 at 10.30 a.m.

This document is important and requires your immediate attention. If you have any doubts about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares, please pass this document and its enclosures to the stockbroker or other agent through whom the sale was effected, for transmission to the purchaser or transferee.

How to vote

Your votes matter. If you cannot attend the Annual General Meeting, please vote your shares by appointing the Chairman of the Meeting as your proxy. You can vote by returning the form of proxy that you received with this document. All voting on the resolutions at the AGM will be conducted on a poll, which means that you should submit your proxy as soon as possible. There will also be an opportunity to submit a separate poll card at the meeting or a revised poll card if you wish to change your vote contained in a previously completed form.

A shareholder may appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the Annual General 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 member of the Company. To be valid, the form of proxy provided or other instrument appointing a proxy must be emailed to [e-mail] or received by post at the offices of Computershare Investor Services PLC, the Company's registrar, at the address shown on the form of proxy. We recommend that proxies are sent by email if possible.

Contents

1	Letter to Shareholders	3
2	Notice of AGM and Resolutions to be proposed	6
3	Important Notes	8
4	Other Information	9

• Form of Proxy (enclosed)

Key times and dates

Dispatch of this document	4	November 2022
Latest time for receipt of proxies	10:30 a.m. on Monday 28	November 2022
Annual General Meeting	10:30 a.m. on Wednesday 30	November 2022

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Letter to Shareholders

Dear Shareholder,

I look forward to welcoming you at the Pires Investments plc (the "Company" or "Pires") Annual General Meeting ("AGM"), on Wednesday, 30 November 2022. The AGM will be held at the offices of Orrick, Herrington & Sutcliffe (UK) LLP, 107 Cheapside, London, EC2V 6DN and will start at 10:30 a.m.

1. Before the AGM

In the usual way we ask and encourage shareholders to vote for the AGM resolutions by appointing the Chairman of the Meeting as a shareholder's proxy. Accordingly, shareholders are encouraged to complete the enclosed form of proxy (the "Form of Proxy") and return it by email to [e-mail] or by post to Computershare Investor Services PLC (the "Registrar") of The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible. To be valid, the Form of Proxy provided or other instrument appointing a proxy must be received by 10:30 a.m. on Monday, 28 November 2022, or in the case of shares held through CREST, via the CREST system.

If you wish to appoint a corporate representative, please contact the Registrar in the usual way.

2. On the day of the Meeting

The meeting takes place at 10:30 a.m. on Wednesday, 30 November 2022 at the offices of Orrick, Herrington & Sutcliffe (UK) LLP, 107 Cheapside, London, EC2V 6DN.

All voting on resolutions at the AGM will be conducted on a poll.

The results of the meeting will be announced by RNS and posted to the Company's website www.piresinvestments.com on the day of the meeting. The full results will also be published on this website at the same time. The business of the AGM comprises resolutions (each, a "Resolution" and together, the "Resolutions") that public companies regularly bring to shareholders.

3. The ordinary business of the AGM

The ordinary business of the AGM covered by Resolutions 1 to 7 (to approve matters which are routinely put to shareholders at annual general meetings) is as follows:

Resolution 1 - Report and accounts

Ordinary Resolution

This first resolution is for the Directors to present the Company's Annual Report and Accounts for the period ended 31 December 2021 to shareholders. The Annual Report and Accounts contain the financial statements for the year ended 31 December 2021, together with the Strategic Report, the Directors' Report and the Auditors Report (the "December 2021 Report and Accounts").

Resolution 2 - Re-election of Mr John May as director

Ordinary Resolution

Mr May retires and offers himself for re-election.

John May is a Fellow of the Institute of Chartered Accountants in England and Wales. He is the Managing Partner of City & Westminster Corporate Finance LLP, an FCA-registered partnership. He is chairman of the Small Business Bureau Limited and The Genesis Initiative Limited, lobbying groups for small business to the UK Parliament. Mr May has been the principal of his own chartered accountancy practice since 1994. From 1977 to 1994, Mr May was a senior partner with what is now Crowe UK, where he served for eight years on the managing board and for nine years as chairman of its Thames Valley offices. In his capacity as UK national marketing partner and head of its property consultancy division, he was a director of its UK and international associations. Mr May was finance director of AIM listed Security Research Group PLC, until

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December 2005 and Tomco Energy Plc until July 2011 and a non-executive director of AIM listed Petrolatina Energy Plc until March 2012. He is the executive chairman of Red Leopard Holdings plc and was non-executive chairman of Hayward Tyler Group Plc which were both listed on AIM.

Resolution 3 - Re-election of Mr Nicholas Lee as director

Ordinary Resolution

Mr Lee retires and offers himself for re-election.

Nicholas Lee has more than 25 years of experience in international investment banking and working as a company director. Mr Lee was with Dresdner Kleinwort and its antecedent firms from 1988 to 2009, starting at Kleinwort Benson Group plc and rising to Managing Director, Head of Banking, Hedge Fund Solutions Group. Previously as a Managing Director in mergers and acquisitions at Dresdner Kleinwort Wasserstein, Mr Lee advised leading companies from a number of different industries, including the natural resources, financial services, consumer and retail sectors. Mr Lee is currently investment director of AIM-listed RiverFort Global Opportunities plc and non-executive director of AIM-listed Immotion Group plc, as well as being involved with a number of other companies, both listed and private. Mr Lee qualified as a chartered accountant with Coopers & Lybrand and has an MA in engineering from St John's College, Cambridge

Resolution 4 - Re-election of Mr Palumbo as director

Ordinary Resolution

Mr Palumbo retires and offers himself for re-election.

David Palumbo is an experienced entrepreneur with over 20 years of experience in private equity, venture capital and asset management. Since 2006, he has founded and co-founded a number of companies in various industries such as cleantech, digital technology, and real estate. Mr Palumbo is also the Founding and Managing Partner of Origen Capital LLP, a private investment firm representing family offices and private consortia in Europe, CIS and Latin America. He holds a BSc and an MSc in electrical engineering. David is currently the Chief Executive Officer of AIM-listed EQTEC plc (EQTEC), a leading gasification technology solutions company for sustainable waste-to-energy projects, having joined EQTEC's board in August 2019. Since becoming Chief Executive Officer, EQTEC's valuation has increased significantly, and the company now has a market capitalisation of over £25 million. Mr Palumbo was appointed as a Director on 1 February 2021.

Resolution 5 - Reappointment of Auditors

Ordinary Resolution

The auditors of a company must be appointed or re-appointed at each AGM at which the financial statements of the Company are put before shareholders. This resolution is for the shareholders to formally approve the reappointment of PKF Littlejohn LLP as auditors of the Company until the conclusion of the next AGM of the Company at which financial statements are laid. The resolution also authorises the Directors to agree the auditors' remuneration.

Resolution 6 - Authority to issue shares

Ordinary Resolution

This resolution is to grant the Directors authority to allot new ordinary shares. The last such authority was approved by shareholders in August 2021 and it will expire at the conclusion of this AGM.

Section 551 of the Companies Act 2006 (the "Act") requires that Directors be authorised by shareholders before any share capital can be issued.

At this stage in its development the Company relies on raising funds, from time to time, through the issue of ordinary shares from the equity markets and unless this resolution is put in place the Company will not be in a position to continue to raise funds to continue with the implementation of its investing policy.

If approved by shareholders, this resolution will allow the Directors to allot new ordinary shares and grant rights to subscribe for, or convert other securities into, shares up to approximately 30 per cent. of the Company's issued ordinary share capital. This new authority will expire at the conclusion of the Company's next AGM.

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Resolution 7 - Disapplication of pre-emption rights

Special Resolution

This resolution will be proposed in the event that Resolution 6 is passed by shareholders. If the Directors wish to allot new ordinary shares and other equity securities (or sell treasury shares) for cash, section 561 of the Act requires that these shares are offered first to shareholders in proportion to their existing holdings. There may be circumstances, however, when it is in the interests of the Company to be able to allot new equity securities for cash other than on a preemptive basis. For example, Resolution 7 will give the Directors authority to exclude certain categories of shareholders in a rights issue where their inclusion would be impractical or illegal and also to issue shares other than by way of rights issues which are, for regulatory reasons, complex, expensive, time consuming and impractical for a company the size of Pires. The resolution extends to 30 per cent. of the Company's issued ordinary share capital as enlarged by the exercise of any outstanding warrants.

A similar authority, granted in August 2021, will expire at the conclusion of this AGM.

4. Action to be taken

Shareholders will find enclosed a Form of Proxy for use at the AGM. Shareholders are encouraged to complete and return the Form of Proxy by email to [e-mail] or by post to the Company's registrar, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY in accordance with the instructions printed thereon as soon as possible. To be valid, the Form of Proxy provided or other instrument appointing a proxy must be received by the Company's registrar, at the address shown on the Form of Proxy. For proxy appointments to be valid, they must be received no later than 10.30 a.m. on 28 November 2022.

Although shareholders are encouraged to vote by proxy, completion and return of a Form of Proxy will not prevent you from attending the AGM and submitting a poll card.

The Directors have established an e-mail list for all shareholders who would like to receive information and updates from the Company electronically. If you are not already on the e-mail list and would like to receive Company information electronically, please complete the section on the Proxy Form. This will not affect existing channels of communication and distribution of Notices and other corporate documents.

The Board is recommending that shareholders support all the Resolutions before the AGM by returning your proxy instruction by post or by email to [e-mail] as indicated in the proxy form.

Your votes do matter. Information about how to vote at the AGM is given on pages 8 and 9 of this notice. If you cannot attend the meeting, please vote your shares by appointing a proxy.

I look forward to hearing from you at the AGM.

Nicholas Lee

Director

4 November 2022

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