Billington : AGM 6 May 2023

Billington Holdings Plc

Steel House

Barnsley Road

Wombwell

Barnsley

South Yorkshire

S73 8DS

Registered Number: 2402219

5 May 2023

Dear Shareholder,

Billington Holdings Plc - Notice of Annual General Meeting

The Annual General Meeting ("AGM") of Billington Holdings Plc (the "Company") will be held at finnCap Group, One Bartholomew Close, London, EC1A 7BL on 6 June 2023 at 2pm.

Should it be your intention to attend the AGM it would be very helpful for us if you could inform Darren Kemplay, Company Secretary [e-mail] no later than the close of business on Thursday 1 June 2023.

Should you not wish to attend the AGM in person we nevertheless recognise the importance of shareholders being able to cast their votes in respect of the business of the AGM as early as possible. This can be done by completing and signing the attached proxy form which can be submitted either by post or electronically to [e-mail].

Shareholders are encouraged to appoint the "Chairman of the meeting" as their proxy to vote on their behalf. Proxy forms must be returned by no later than 2pm on Friday 2 June 2023.

This year there are 7 resolutions to be considered and voted on by shareholders. Resolutions 1 to 5 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 6 and 7 are proposed as special resolutions. This means that for these special resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolutions.

Shareholders should continue to monitor the Company's website and announcements for any updates regarding the AGM.

I set out below a brief explanation of the resolutions.

• RESOLUTION 1 - Receipt of the 2022 Annual report and financial statements

The Directors are required by company law to present the financial statements, the Directors' report and the auditors' report on the financial statements to the meeting.

• RESOLUTION 2 - Re-election of Directors

Under article 101 of the Company's articles of association, at the annual general meeting in every year one-third of the Directors (or the nearest number to one-third) shall retire from office. The Directors to retire in each year are those who have been longest in office since their last election. J S Gordon will not be standing for re-election at this year's annual general meeting and the board proposes the re-election of A Ospelt as a director of the Company.

• RESOLUTION 3 - Declaration of a final dividend

The Directors recommend a final dividend of 15.5 pence per share for the year ended 31 December 2022.

• RESOLUTION 4 - Re-appointment and remuneration of auditors

The Company is required at each general meeting at which financial statements are laid, to appoint auditors who will remain in office until the next general meeting at which financial statements are laid before the Company. Grant Thornton UK LLP have expressed their willingness to continue in office for a further year. The shareholders are also asked to authorise the board to fix the auditors' remuneration.

• RESOLUTION 5 - General authority to allot shares

This resolution asks shareholders to renew the Directors' authority to allot relevant securities as defined in Section 551 of the Companies Act 2006 ("the Act") and to grant rights to subscribe for or to convert any security into shares in the Company up to a nominal value of £431,144 (being approximately one third of the existing issued share capital of the Company). The authority, if approved, will expire on the fifth anniversary of the date of the resolution and is in substitution for all previous authorities conferred on the Directors.

• RESOLUTION 6 - Disapplication of pre-emption rights

To give the directors some flexibility to raise capital through a non-emptive issue of shares, resolution 6 asks shareholders to renew the Director's authority to disapply the statutory pre-emption rights which would otherwise apply on an issue of shares for cash. The authority, if approved, shall be limited to allotments in connection with rights issues or other pre-emptive offers, or otherwise up to a maximum nominal amount of £129,343 (being approximately 10 per cent of the existing issued share capital of the Company) without offering them to other shareholders on a pre-emptive basis. This resolution is conditional on the passing of resolution 5 above. The powers conferred by this resolution are intended to be valid until the earlier of the next annual general meeting or the date which is 15 months from the date of this resolution.

• RESOLUTION 7 - Further disapplication of pre-emption rights

In addition to the powers conferred by resolution 5, the Directors need the flexibility to finance (or refinance, if the authority is to be used within six months of the original transaction) a transaction or business opportunity as they arise without offering securities on a pre-emptive basis. Therefore, this resolution asks shareholders to give the Directors' authority to allot shares (or other equity securities) for cash up to a nominal value of £129,343 (being approximately 10 per cent of the existing issued share capital of the Company) without offering them to other shareholders on a pre-emptive basis for the purposes referred to above. This resolution is conditional on the passing of resolution 5 above. The powers conferred by this resolution are intended to be valid until the earlier of the next annual general meeting or the date which is 15 months from the date of this resolution.

Action to be taken

Shareholders are invited to complete and sign the enclosed form of proxy in accordance with the instructions thereon and return it to the Company Secretary as soon as possible and, in any event, so as to be received no later than 48 hours before the holding of the AGM, so by 2pm on Friday 2 June 2023. If you are in doubt as to what action to take, you should consult an independent advisor.

Recommendation

The Directors consider that all of the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial shareholdings.

Should you wish to comment on any issue arising from the annual report or these resolutions please do not hesitate to contact Darren Kemplay, Company Secretary [e-mail].

Yours faithfully

Ian Lawson

Non-Executive Chairman

5 May 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent advice from an authorised independent financial advisor, stockbroker, solicitor, accountant or other professional.

If you have sold or transferred all your shares in Billington Holdings Plc, please forward this document, together with the enclosed form of proxy, as soon as practicable to the purchaser or transferee, or to the stockbroker, bank or other person through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

Billington Holdings Plc

Notice of Annual General Meeting

6 June 2023

Notice of the Annual General Meeting of Billington Holdings Plc to be held at finnCap Group, One Bartholomew Close, London, EC1A 7BL on 6 June 2023 at 2pm is set out in this document. The enclosed form of proxy for use at the meeting should be completed and returned in accordance with the instructions stated on it as soon as possible but in any event so as to be received no later than 48 hours before the holding of the Annual General Meeting, so by 2pm on 2 June 2023.

Company Number: 2402219

Billington Holdings Plc (the "Company")

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ("AGM") of the Company will be held at finnCap Group, One Bartholomew Close, London, EC1A 7BL on 6 June 2023 at 2pm to consider the following business of which resolutions 1 to 5 will be proposed as ordinary resolutions and resolution

6 and 7 will be proposed as special resolutions:

Resolution 1:

To receive and adopt the Company's accounts for the year ended 31 December 2022 together with the reports of the Directors and auditors thereon.

Resolution 2:

To re-elect as a Director of the Company A Ospelt who, in accordance with the Company's articles of association, retires from office by rotation and offers himself for re-election.

Resolution 3:

The Directors recommend a final dividend of 15.5 pence per share for the year ended 31 December 2022.

Resolution 4:

To re-appoint Grant Thornton UK LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the Board to fix their remuneration.

Resolution 5:

That, in accordance with Section 551 of the Companies Act 2006 ("the Act"), the Directors be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £431,144 (being approximately one third of the issued share capital of the Company as at the date of this notice) provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the fifth anniversary of the date of this resolution save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

The authority is in substitution for all previous authorities conferred on the Directors in accordance with Section 551 of the Act but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.

Resolution 6:

Subject to the passing of resolution 5, the Directors of the Company be given the general power under Section 570 of the Companies Act 2006 ("the Act") to allot equity securities (as defined in Section 560 of the Act) for cash, pursuant to the authority conferred by resolution 5 set out in the notice of the AGM of the Company dated 5 May 2023, as if Section 561(1) and subsections (1)-(6) of Section 562 of the Act did not apply to any such allotment, provided that this power shall be limited to:-