Notice of Annual General Meeting of Flexion Mobile Plc

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Notice of Annual General Meeting

FLEXION MOBILE PLC

Notice is hereby given that the 2022 annual general meeting ("AGM") of Flexion Mobile Plc ("Company") will be held at Flexion Mobile Plc, Unit G5, Harbour Yard, Chelsea Harbour, London, SW10 0XD, UK on 29^th June 2022 at 2.00 pm.  You will be asked to consider and vote on the resolutions below. Of these the resolutions numbered 1 – 11 (inclusive) will be proposed as ordinary resolutions and the resolution numbered 12 will be proposed as a special resolution.

ORDINARY RESOLUTIONS

1. TO receive and adopt the Company’s annual accounts for the financial year ended 31 December 2021, together with the Strategic Report, Reports of the Directors and Auditors thereon (the “Accounts”);
2. TO re-appoint Grant Thornton UK LLP as the auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the directors to determine the auditors’ remuneration;
3. TO re-elect Christopher Bergstresser as a Director;
4. TO re-elect Jens Lauritzson as a Director;
5. TO re-elect Per Lauritzson as a Director;
6. TO re-elect Carl Palmstierna as a Director;
7. TO re-elect Jean-Marcel Nicolai as a Director;
8. TO re-elect Mikael Pawlo as a Director;
9. TO appoint André Kuschel as an additional Director, who has consented so to act;
10. The Board are authorised to do all such acts and things necessary to establish (i) a long-term incentive plan for employees (whether relating to share awards or options or any other form of incentive arrangement) which may be tax-advantaged or non-tax advantaged (the "Employee Share Scheme"); and (ii) a further long-term incentive plan for persons who are not eligible for the Employee Share Scheme, such as consultants and other service providers, (the "Non-Employee Share Scheme"), both of which schemes shall be on terms which the Board considers appropriate to recruit, retain and motivate employees and other service providers to the Group.
11. THAT, in accordance with section 551 of the Companies Act 2006 (the "CA 2006"), the Directors be generally and unconditionally authorised to allot Relevant Securities (as defined below):
    1. up to an aggregate nominal amount of GBP 5,000 in connection only with the grant of options or shares under the Non-Employee Share Scheme; and
    2. up to an aggregate nominal amount of GBP 5,000 in connection only with the grant of options or shares under the Employee Share Scheme (in the event that such scheme does not meet the requirements of s. 1166 of the CA 2006); and
    3. up to an aggregate nominal amount of GBP 28,000 in connection only with the issue of new Ordinary Shares in connection with the investment by the Company in Liteup Media UG and the exercise by the Company of its option to acquire further shares (up to 100%) in Liteup Media UG;
    4. otherwise than in connection with paragraphs a., b. and c., up to an aggregate nominal amount of GBP 30,000,

and unless previously renewed, varied or revoked by the Company, the authority granted in sub-paragraphs a., b. and c. above shall expire five years from the date of the passing of the resolution and the authority granted in sub-paragraph d. above shall expire on 30 September 2023 or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the Directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authorities conferred by this resolution have expired;

In this Resolution 11, Relevant Securities means:

• shares in the Company, other than shares allotted pursuant to an employee share scheme (as defined in section 1166 of the CA 2006);
• a right to subscribe for shares in the Company where the grant of the right itself constitutes a Relevant Security; or
• a right to convert securities into shares in the Company where the grant of the right itself constitutes a Relevant Security; and
• any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined in section 1166 of the CA 2006). References to the allotment of Relevant Securities in this resolution include the grant of such rights.

SPECIAL RESOLUTION

12. THAT, if Resolution 11 above is passed, the Directors be authorised to allot equity securities (as defined in the CA 2006) for cash under the authority given by Resolution 11 as if section 561 of the CA 2006 did not apply to any such allotment, provided that such authority shall:
    1. be limited to the allotment of equity securities up to an aggregate nominal amount of GBP 5,000 in connection only with the grant of options or shares under the Non-Employee Share Scheme; and
    2. be limited to the allotment of equity securities up to an aggregate nominal amount of GBP 5,000 in connection only with the grant of options or shares under the Employee Share Scheme (in the event that such scheme does not meet the requirements of s. 1166 of the CA 2006); and
    3. otherwise than in connection with paragraphs a., b. and c., be limited to the allotment of equity securities up to an aggregate nominal amount of GBP 30,000,

and unless previously renewed, varied or revoked by the Company, the authorities granted in sub-paragraphs a. and b. above shall expire five years from the date of the passing of the resolution and the authority granted in sub-paragraph c. above shall expire on 30 September 2023 or, if earlier, the date of the next annual general meeting of the Company, save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the powers conferred by this resolution have expired.

By order of the Board

Carl Palmstierna Chairman 27th May 2022

Notes to the notice of annual general meeting

1. Attending the meeting or vote by proxy.

Shareholders who wish to attend or vote by proxy at the Annual General Meeting must be entered in the share register maintained by Euroclear Sweden on 27^th June 2022.

2. Proxies.

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 the meeting and you should receive a proxy form by post. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

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.

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 you will need a separate proxy form in relation to each appointment.  Please state clearly on each proxy form the number of shares in relation to which the proxy is appointed.

If you have not received a proxy form by letter and believe that you should have one, or if you require additional forms, please contact Computershare UK (“Computershare”) at the address in note 7 below.

If you do not give your proxy an indication of how to vote on any resolution, 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.

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 and:

• sent or delivered to Computershare by post to Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS99 6ZY, UK;
• shareholders can vote online by visiting the following website: www.eproxyappointment.com;
• received by Computershare no later than 2.00 p.m. on 27^th June 2022; and
• please see note 1 above regarding re-registration of shares.

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.

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. Website giving information regarding the meeting.

Information regarding the meeting, together with further explanatory notes and a copy of the annual report and accounts, can be found at: www.flexionmobile.com/investor-relations/annual-general-meeting/

4. Hard copy of the annual report and accounts

If you wish to receive a hard copy of the annual report and accounts, please contact Niklas Koresaar on email [email protected].

5. Issued shares and total voting rights.

As at 6.00pm on 26th May 2022, which is the latest practicable date before publication of this notice, the Company’s issued share capital comprised 50,516,015 ordinary shares of £0.002 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6.00pm on 26th May 2022 is 50,516,015.

6. Questions at the meeting.

Any member attending the meeting has the right to ask questions.  The Company must answer any question you ask relating to the business being dealt with at the meeting unless:

• answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information.
• the answer has already been given on a website in the form of an answer to a question.
• it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

7. Communication.

Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):

• [email protected] (Att: Niklas Koresaar)

You may not use any other electronic address provided either:

• in this notice of annual 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.  Contact details for Computershare in order to ask for material or any other question:

Computershare Investor Services PLC
Address: The Pavilions, Bridgewater Road, Bristol BS99 6ZY, UK
Phone:    +44 370 707 1712