BrandShield : Circular – Final

DocuSign Envelope ID: 29091AE1-8109-4917-9ED3-F37DDB647499

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT CONTAINS PROPOSALS WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE TRADING OF ORDINARY SHARES ON THE AIM MARKET OF THE LONDON STOCK EXCHANGE.

If you are in any doubt about the contents of this document or about what action to take, you are recommended immediately to seek your own professional advice from your stockbroker, solicitor, accountant or other financial adviser duly authorised under the Financial Services and Markets Act 2000 who specialises in advising upon investments in shares and other securities.

If you have sold or otherwise transferred all of your Existing Ordinary Shares in the Company before the date that the Existing Ordinary Shares are marked "ex-entitlement" to the Open Offer by the London Stock Exchange, please immediately forward this document, together with the accompanying Application Form, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold only part of your holding of Existing Ordinary Shares, please contact immediately your stockbroker, bank or other agent through whom the sale or transfer was effected. However, this document and any accompanying documents should not be sent or transmitted in or into, any jurisdiction where to do so might constitute a violation of local securities law or regulations including, but not limited to, the United States, Canada, Japan, Australia, the Republic of Ireland or the Republic of South Africa.

The maximum amount to be raised under the Subscription shall not be more than £2,680,000 and the Open Offer shall not be more than £2,200,000 before expenses.

This document does not constitute a prospectus for the purposes of the Prospectus Regulation Rules made by the Financial Conduct Authority of the United Kingdom (the "FCA") pursuant to sections 73A(1) and (4) of the FSMA and accordingly this document has not been, and will not be, approved by the FCA, the London Stock Exchange, any securities commission or any other authority or regulatory body nor has it been approved for the purposes of section 21 of the FSMA. In addition, this document does not constitute an admission document drawn up in accordance with the AIM Rules.

The Ordinary Shares are currently admitted to trading on AIM. Application will be made to the London Stock Exchange for the Subscription Shares and the Open Offer Shares which are subscribed for to be admitted to trading on AIM. The Subscription Shares and the Open Offer Shares will not be admitted to trading on any other investment exchange. It is expected that admission of the Subscription Shares and the Open Offer Shares subscribed for will become effective and that dealings will commence at Admission.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither the London Stock Exchange nor the FCA has examined or approved the contents of this document. The AIM Rules are less demanding than those that apply to entities with securities admitted on the Official List. It is emphasised that no application is being made for admission of the Existing Ordinary Shares, the Subscription Shares, or the Open Offer Shares to the Official List of the FCA.

BrandShield Systems Plc

(Incorporated in England & Wales under the Companies Act 1985 with

Registered No. 02956279)

Subscription to raise c£2.68m ($3.32m)

Open Offer to raise up to £2.20m

Approval of Waiver of Obligations under Rule 9 of the Takeover

Code

Cancellation of admission of Ordinary Shares to trading on AIM

and

Notice of General Meeting

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the Rule 9 Waiver and the De-Listing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients or for advising any other person on the contents of this document or any matter, transaction or arrangement referred to therein. SPARK makes no representation or warranty, express or implied, as to the contents of this document and SPARK does not accept any liability whatsoever for the accuracy of or opinions contained (or for the omission of any material information) in this document and shall not be responsible for the contents of this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which SPARK may have under FSMA or the regulatory regime established thereunder.

You are recommended to read the whole of this document. In particular, your attention is drawn to the letter to Shareholders from the Chairman of the Company set out in Part I of this document which explains the background to and reasons for the Proposals and which contains a recommendation from the Independent Directors that you vote in favour of the Resolutions to be proposed at the GM.

The Proposals described in this document are conditional, inter alia, on the approval of Shareholders at the General Meeting. Notice of the General Meeting to be held at 11.00 a.m. on 13 October 2023 at the offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London, WC2A 3TH is set out at the end of this document. Whether or not you are able to attend the General Meeting in person, please send us your vote by

completing and submitting your form of proxy online through the website of our registrar, Link Group at www.signalshares.com to be received by no later than 48 hours prior to the time set for the meeting. You are urged to complete a valid proxy instruction so as to arrive as soon as possible and in any event not later than 11.00 a.m. on 11 October 2023. You will not receive a form of proxy for the General Meeting in the post. Instead, you will be able to vote online in accordance with the details set out below in the 'Action to be Taken' section of the letter from the chairman. Alternatively, you may request a hard copy proxy form directly from the registrars, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL (telephone number: 0371 664 0391). Copies of this document will be available free of charge during normal business hours on any Business Day at the offices of the Company's solicitors, Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London, WC2A 3TH, from the date of this document until close of business on 12 October 2023 and at the Company's website, www.brandshield.com

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DocuSign Envelope ID: 29091AE1-8109-4917-9ED3-F37DDB647499

The contents of this document are not to be construed as legal, business or tax advice. Each shareholder should consult his/her or its own legal advisers, financial advisers or tax advisers.

The distribution of this document and/or the accompanying documents, and/or the transfer of Open Offer Entitlements through CREST, in jurisdictions other than the UK, including the United States, Canada, Japan, Australia, the Republic of Ireland and the Republic of South Africa, may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction.

None of the Open Offer Shares, Open Offer Warrants, the Open Offer Entitlements has been or will be registered under the US Securities Act or under the applicable state securities laws of the United States or under the applicable securities laws of Japan, Canada, Australia, or the Republic of Ireland. Subject to certain exceptions, the Open Offer Shares, Open Offer Warrants, the Open Offer Entitlements may not be offered, sold, taken up, delivered or transferred in or into the United States, Australia, Canada, the Republic of South Africa the Republic of Ireland or Japan and, Application Forms are not being posted to and no Open Offer Entitlements will be credited to a stock account of any person in the United States, Australia, Canada, the Republic of South Africa, the Republic of Ireland and Japan. The attention of Overseas Shareholders and other recipients of this document who are residents or citizens of any country other than the United Kingdom is drawn to the section entitled "Overseas Shareholders" at paragraph 6 of Part IV of this document.

It is the responsibility of persons receiving a copy of this document outside of the United Kingdom, to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant territory in connection with it and the implications of the Open Offer, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any other issue, transfer or taxes due in such other territory. Persons (including, without limitation, nominees and trustees) receiving this document should not distribute or send this document into any jurisdiction when to do so would, or might, contravene local security laws or regulations. Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Open Offer in their particular circumstances.

Overseas Persons

The Subscription Shares and Open Offer Shares have not been and will not be registered under the securities laws and regulations of any jurisdiction, in particular, Australia, Canada, Japan, New Zealand or the Republic of South Africa, and may not be offered, sold, resold, or delivered, directly or indirectly, within Australia, Canada, Japan, New Zealand or the Republic of South Africa, or in any jurisdiction where it is unlawful to do so, except pursuant to an applicable exemption.

The Subscription Shares and Open Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or jurisdiction in the United States and may not be offered, sold, resold, or delivered, directly or indirectly in or into the United States or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, in each case in accordance with any applicable securities laws and regulations of any state or jurisdiction of the United States. The Subscription Shares and the Open Offer Shares herein are only being offered and sold outside the United States in "offshore transactions" within the meaning of, and in accordance with, Regulation S under the US Securities Act. There has not been and will not be a public offer of securities in the United States.

None of the Subscription Shares or the Open Offer Shares, this document or any other document connected with the Subscription Shares or the Open Offer Shares have been or will be approved or disapproved by the US Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed comment upon or endorsed the merits of the offering of the Subscription or Open Offer Shares or the accuracy or adequacy of this document or any other document connected with the Subscription or Open Offer. Any representation to the contrary is a criminal offence in the United States.

Overseas Shareholders and any person (including, without limitation, nominees, custodians and trustees) who has a contractual or other legal obligation to forward this document or an Application Form to a jurisdiction outside the UK should read paragraph 6 of Part IV of this document.

Information regarding forwarding-looking statements

This document contains a number of forward-looking statements relating to the Company. The Company considers any statements that are not historical facts as "forward-looking statements". They relate to events and trends that are subject to risks and uncertainties that could cause the actual results and financial position of the Company to differ materially from the information as presented in the relevant forward-looking statement. When used in this document the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should", and similar expressions, as they relate to the Company or the management of it, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. The Company does not undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules and other regulations.

A copy of this document is available at the Company's website - www.brandshield.com. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this document.

The date of this document is 20 September 2023.

DocuSign Envelope ID: 29091AE1-8109-4917-9ED3-F37DDB647499

CONTENTS
	Page
KEY STATISTICS	4
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
DEFINITIONS	7
PART I: Letter from the Chairman of BrandShield Systems plc	13
PART II: Information on the Concert party and additional disclosures	30
required under the Takeover Code
PART III: Additional Information	37
PART IV: Terms and Conditions of the Open Offer	44
PART V - Questions and Answers about the Open Offer	58
NOTICE OF GENERAL MEETING	64

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DocuSign Envelope ID: 29091AE1-8109-4917-9ED3-F37DDB647499

KEY STATISTICS

Issue Price per New Ordinary Share	5.68 pence
Number of Existing Ordinary Shares in issue	170,331,874
Subscription
Number of Subscription Shares to be issued	47,137,662
Percentage of Enlarged Issued Share Capital	18.40%
represented by Subscription Shares*
Gross proceeds of the Subscription	£2.68 million
Open Offer
Number of Open Offer Shares to be issued	Up to 38,669,962
Percentage of Enlarged Issued Share Capital	Up to 15.10%
represented by up to the Open Offer Shares*
Gross proceeds of the Open Offer	Up to £2.20 million
TIDM	BRSD
ISIN	GB00BM97CN29
Legal Entity Identifier ("LEI")	213800K5AXTQDWB6BP80
*assuming full take up in the Open Offer

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DocuSign Envelope ID: 29091AE1-8109-4917-9ED3-F37DDB647499

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
	Date and Time (2023)
Record Date for entitlement under the Open Offer	Close of business on 18 September
Announcement of the Proposals including the	20	September
Subscription, the Rule 9 Waiver, the Open Offer and the
De-Listing
Ex-Entitlement Date	7.00 a.m. on 20	September
Posting of this Circular and Application Form to	20	September
Shareholders

Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders

Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST

Latest time for depositing Open Offer Entitlements into

CREST

Latest time and date for splitting Application Forms (to satisfy bona fide market claims)

Latest time and date for receipt of completed Application Forms and payment in full from Qualifying Shareholders under the Open Offer or settlement of relevant CREST instruction (as appropriate)

Result of the Open Offer announced through a Regulatory Information Service

21 September

4.30 p.m. on 29 September

3.00 p.m. on 2 October

1. p.m. on 3 October

1. a.m. on 5 October
   6 October

Voting deadline ( no later than 48 hours before the	11.00 a.m. on 11	October
General Meeting)
General Meeting	11.00 a.m. on 13	October
Admission of the Open Offer Shares and the	8.00 a.m. on 16	October
Subscription Shares to trading on AIM
CREST accounts expected to be credited for the Open	16	October
Offer Shares and the Subscription Shares in
uncertificated form (where applicable)
Earliest date for the De-Listing and cancellation of	7.00 a.m. on 23	October
admission of the Ordinary Shares to trading on AIM
Posting of share certificates and warrant certificates for	within 14 days of Admission
the Open Offer Shares and the Subscription Shares by
the Registrar (where applicable)

The Company reserves the right to alter the date and times referred to above and to accept applications under the Open Offer at any time prior to 5 October 2023. If any of the above times and/or dates change,

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