BSF : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in BSF Enterprise Plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

	BSF ENTERPRISE PLC
	(Registered in England & Wales with Company No. 11554014)
Directors	Registered Office
Geoff Baker	C/O Ince Gordon Dadds LLP
Dr Che Connon	Aldgate Tower
Dennis Ow	2 Leman Street
Min Yang	London E1 8QN
	United Kingdom
	Tel: [phone]
20 February 2023	Website: www.bsfenterprise.com
Dear Shareholder,

Notice of Annual General Meeting

Enclosed with this letter is the notice ("Notice") convening an Annual General Meeting ("AGM") of BSF Enterprise Plc (the "Company").

The purpose of this letter is to provide you with a brief summary and explanation of the resolutions proposed by the Company at the AGM, which will be held at 10.00 a.m. on 15 March 2023 at the offices of Ince Gordon Dadds LLP, Aldgate Tower, 2 Leman Street, London E1 8QN.

Resolutions 1 to 5 (inclusive) are proposed as Ordinary Resolutions. This means that, in accordance with the requirements of the Companies Act 2006 (the "Act"), for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 6 and 7 (inclusive) are proposed as Special Resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

The Company proposes the following Ordinary Resolutions at the AGM:

Resolution 1 - Receive the annual report and accounts

The Act requires the Directors of a public company to lay before the Company in a general meeting the annual report and accounts of the Company for each financial year. Resolution 1 is to receive the Company's financial statements and the report of the Board of Directors ("Directors") and auditors for the year ended 30 September 2022. Shareholders will have a reasonable opportunity at the AGM to ask questions and comment on these reports and on the business of the Company.

Resolution 2 - Approval of the Annual Report on Remuneration

Resolution 2 is to approve the Director's Remuneration Report. The Report on Remuneration sets out payments made during the year ended 30 September 2022. The vote on the Report on Remuneration under Resolution 2 is advisory only, and any entitlement of a Director to remuneration is not conditional on this resolution being passed.

Resolution 3 - Approval of the Directors' Remuneration Policy

Resolution 3 is to approve the Directors' Remuneration Policy as is stated in the Director's Remuneration Report, and is subject to a binding shareholder vote.

Resolution 4 - Re-appointment of Auditor

Resolution 4 is to re-appoint PKF Littlejohn LLP as auditors of the Company to hold office from the conclusion of the AGM to the conclusion of the next annual general meeting at which accounts are laid before the Company at a remuneration level to be determined by the Directors.

Resolution 5 - Directors' authority to allot shares

The Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by Shareholders. Resolution 5 proposes to authorise the Directors to allot and issue shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company up to an aggregate nominal amount of £286,789, such authority to expire at the next annual general meeting of the Company or fifteen (15) months after the passing of this resolution, whichever date is the earlier. This amount represents approximately one third of the Company's issued ordinary share capital as at the date of this letter.

(Explanatory Note: As at the date of this letter, the Company's issued ordinary share capital is 86,036,937 Ordinary Shares. One third of the Company's issued share capital is approximately 28,678,979 Ordinary Shares.)

The Company is also proposing the following Special Resolutions at the AGM:

Resolution 6 - Suspension of pre-emption rights

The Act requires that any equity securities issued for cash (other than pursuant to an employee share scheme) must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to disapply this requirement. It is proposed that this approval also be granted for the same period as the authority under Resolution 5. Apart from rights issues or any other pre-emptive offer concerning equity securities, the Company is seeking disapplication of pre-emption rights in connection with any equity securities to be allotted and issued up to a nominal amount of ordinary shares equal to £172,073. This amount represents approximately 20 per cent of the Company's issued ordinary share capital as at the date of this letter. Resolution 6 also seeks disapplication of pre-emptive rights on a rights issue or other pre-emptive offer so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders or entitlements to fractions.

(Explanatory Note: As at the date of this letter, the Company's issued ordinary share capital is 86,036,937 Ordinary Shares. 20 per cent of the Company's issued share capital is approximately 17,207,387 Ordinary Shares.)

Resolution 7 - Notice period for General Meetings other than Annual General Meetings

The Articles allow the Company to call general meetings other than an annual general meeting on 14 clear days' notice without obtaining Shareholder approval. The notice period required under the Act for general meetings of the Company is 21 days. The Act allows Shareholders to approve a shorter notice period, which cannot be less than 14 clear days. Therefore, in order to preserve its ability to call general meetings on 14 clear days' notice, Resolution 7 seeks such Shareholder approval.

It is intended that the shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of Shareholders as a whole. If given, the approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

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Action to be taken by Shareholders

If you would like to come to the AGM to vote on the resolutions, to facilitate registration on the day, please notify the Company Secretary by writing to the registered office address confirming your attendance or by email to [e-mail].

If you do not intend to be present at the AGM, please complete, sign and return the Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received not later than 10.00 a.m. on 13 March 2023, being 48 hours (not counting any part of a day that is not a working day) before the time appointed for the holding of the AGM.

If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Share Registrars Limited (ID 7RA36), so that it is received no later than 10.00 a.m. on 13 March 2023.

In order that the voting preferences of all shareholders may be taken into account, the Company will conduct a poll vote on all resolutions put to the AGM. Shareholders are requested to therefore submit their votes in respect of the business to be discussed, electronically or by post in advance, as set out in the Notice of Meeting. Votes should be submitted via proxy as early as possible.

In the case of non-registered Shareholders who receive these materials through their broker or other intermediary, the Shareholder should complete and send a letter of direction in accordance with the instructions provided by their broker or other intermediary.

Recommendation

Your Board is of the opinion that all the proposals to be considered at the AGM are in the best interests of the Company and its Shareholders as a whole and recommends that you vote in favour of the Resolutions to be proposed at the AGM.

Yours faithfully,

Geoff Baker

Company Secretary

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BSF ENTERPRISE PLC

(Incorporated in England & Wales with Company No. 11554014)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of BSF Enterprise Plc (the "Company") will be held at 10.00 a.m. on 15 March 2023 at the offices of Ince Gordon Dadds LLP, Aldgate Tower, 2 Leman Street, London E1 8QN for the following purposes:

To consider and, if thought fit, pass Resolutions 1 to 5 which will be proposed as Ordinary Resolutions, and Resolutions 6 and 7 which will be proposed as Special Resolutions:

Ordinary Resolutions

1. To receive the Company's financial statements and the report of the board of directors ("Directors") and auditors for the year ended 30 September 2022.
2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 30 September 2022.
3. To approve the Directors' Remuneration Policy, as set out in the Directors' Remuneration Report for the year ended 30 September 2022.
4. To re-appoint PKF Littlejohn LLP as auditors of the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which accounts are laid before the Company at a remuneration to be determined by the Directors.
5. That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company ("Relevant Securities") up to a maximum aggregate nominal amount of £286,789 provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing this resolution, save that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if the authority conferred had not expired. This resolution revokes and replaces all unexpected authorities previously granted to the Directors to allot shares or grant rights for or to convert any securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

Special Resolutions

6. That subject to, and conditional on, the passing of Resolution 5, the Directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given by Resolution 5 as if section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:

1. the allotment of equity securities in connection with a rights issue or any other offer to holders of ordinary shares in proportion (as nearly as practicable) to their respective holdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
2. the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £172,073,

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and this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing this resolution, save that the Company may before such expiry date make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer of agreement as if the power conferred hereby has not expired.

7. That, subject to the Articles of Association of the Company as in force from time to time, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

BY ORDER OF THE BOARD OF DIRECTORS

Geoff Baker

Company Secretary

20 February 2023

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