7digital : Notice of 2021 AGM

This notice of annual general meeting (the "Notice") is important and requires your immediate attention. If you are in any doubt

as to the contents of this Notice and/or the action you should take, you are recommended to seek personal	financial advice
from your bank manager, stockbroker, solicitor, accountant or other independent financial adviser	authorised under the
Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in the Company, please pass this Notice and all	accompanying
documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the	sale or transfer was
effected so that they can pass these documents to the person who now holds the shares.

7digital Group plc

(Incorporated in the United Kingdom with company number 3958483)

Notice of Annual General Meeting

Notice is hereby given that the annual general m eeting (the "AGM") of 7digital Group plc (the "Company") will be held at the Company's registered office in London at Labs Lower Lock, Water Lane, London, England, NW1 8JZ, on 29 December 2021 at 10.00 a.m. GMT for the purpose of considering and, if thought fit, passing the resolutions set out below, of which resolutions 1 to 9 (inclusive) will be proposed as ordinary resolutions and resolution 10 will be proposed as a special resolution.

IMPORTANT INFORMATION ABOUT THE AGM

COVID-19

The board of directors of the Company (the "Board") recognises that the AGM represents an opportunity to engage with shareholders and provides a forum that enables shareholders to ask questions of, and speak directly with, the Board. Furthermore, the Board is keen to ensure that the shareholders are able to exercise their right to vote notwithstanding the restriction on attendance - as detailed below. However, the Company considers the wellbeing of shareholders and attendees at meetings of the Company as top priorities. Accordingly, in light of the evolving COVID-19 situation, the Board believes that it is in the best interests of the Company and its shareholders that the AGM this year will be run at the Company's registered office in London as a closed meeting and shareholders will not be able to attend. For the avoidance of doubt, it will not be possible for shareholders to convene smaller physical "satellite" AGMs in differing locations either. The Company will make arrangements such that the legal requirements to hold the AGM can be satisfied and that the minimum necessary quorum of two shareholders attend, in accordance with the Company's articles of association. The format of the AGM will be purely functional - the AGM will comprise only the formal votes without any business update or Q&A.

Shareholders are therefore strongly encouraged to submit a proxy vote online in advance of the AGM, in accordance with the Notes to the Meeting set out on pages 5 to 6 of this Notice. Given the restrictions on attendance at the AGM, shareholders should appoint the 'Chair of the AGM' as their proxy rather than a named person who will not be permitted to attend the AGM or cast the shareholder's vote.

Should the Company's position change, the Company will release an announcement prior to the AGM to confirm the position in line with the latest guidelines and restrictions in place.

ORDINARY BUSINESS

To consider and, if thought fit, pass the following resolutions, which will be proposed as ordinary resolutions:

Report and accounts

1. To receive the audited annual accounts of the Company for the year ended 31 December 2020, together with the directors' reports and the auditors' report on those annual accounts.
2. To approve the directors' remuneration report for the financial year ended 31 December 2020.

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Re-election of directors

1. To re-elect Tamir Koch as a director, who retires by rotation pursuant to Article 82 of the Company's articles of association.
2. To re-elect Mark Foster as a director, who retires by rotation pursuant to Article 82 of the Company's articles of association.
3. To re-elect Helen Gilder as a director, who retires by rotation pursuant to Article 82 of the Company's articles of association.
4. To re-elect David Lazarus as a director, who retires by rotation pursuant to Article 82 of the Company's articles of association.

Re-appointment of auditors

7. To re-appoint Haysmacintyre LLP as auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the shareholders.

Auditors' remuneration

8. To authorise the directors to determine the remuneration of the auditors.

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolutions of which resolution 9 will be proposed as an ordinary resolution and resolution 10 will be proposed as a special resolution.

Directors' authority to allot shares

9. That, in substitution for any equivalent authorities and powers granted to the directors prior to the passing of this resolution, the directors be and they are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being "relevant securities") up to an aggregate nominal amount of £90,736.18 provided that, unless previously revoked, varied or extended, this authority shall expire on the date falling 18 months after the date of the passing of this resolution or the next annual general meeting of the Company (whichever is earlier), except that the Company may at any time 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 this authority had not expired.

Disapplication of pre-emption rights

10. That, conditional upon the passing of resolution 9 above, in substitution for any equivalent authorities and powers granted to the directors prior to the passing of this resolution, the directors be and they are empowered to allot equity securities (as defined in section 560 of the Act) of the Company wholly for cash pursuant to the authority of the directors under section 551 of the Act conferred by resolution 9 above (in accordance with section 570(1) of the Act) and/or by way of a sale of treasury shares (in accordance with section 573 of the Act), in each case as if section 561(1) of the Act did not apply to such allotment provided that the power conferred by this resolution shall be limited to:

1. the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities:
2. 1. in favour of holders of ordinary shares in the capital of the Company, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of ordinary shares in the capital of the Company held by them; and
   2. to holders of any other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

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but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

1. the allotment, otherwise than pursuant to sub-paragraph (a) above, of equity securities up to an aggregate nominal value equal to £90,736.18 and unless previously revoked, varied or extended, this power shall expire on the date falling 18 months after the date of the passing of this resolution or the next annual general meeting of the Company (whichever is earlier) except that the Company may before the expiry of this power 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 or agreement as if this power had not expired.

By order of the Board

Michael Juskiewicz Chief Financial Officer 7 December 2021

Registered address: Labs Lower Lock, Water Lane, London, England, NW1 8JZ

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EXPLANATORY NOTES

Resolutions 1 to 9 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 10 is proposed as a special resolution. This means that for this resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolutions 9 and 10 are considered special business as set out in Article 48 of the Company's articles of association.

Resolutions 1 and 2 (annual report and accounts)

The directors of the Company must present to the meeting the audited annual accounts and the directors' and auditors' report for the financial period ended 31 December 2020.

The report of the Remuneration Committee, which can be found on pages 21 and 22 of the Company's Annual Report and Accounts 2020 gives details of the directors' remuneration for the year ended 31 December 2020. The directors' remuneration report has been approved by the Board. This vote is advisory in nature and therefore not binding on the Company.

Resolutions 3, 4, 5 and 6 (re-election of directors)

As part of the ordinary course of business and in accordance with the Company's articles of association, Tamir Koch, Mark Foster, Helen Gilder and David Lazarus, who retire by rotation, are standing for re-election as directors.

Biographical details of the directors are set out on pages 12 and 13 of the Company's Annual Report and Accounts 2020.

Resolutions 7 and 8 (appointment and remuneration of auditors)

The Company must appoint auditors at each general meeting at which accounts are presented to shareholders to hold office until the conclusion of the next such meeting. Resolution 7 seeks shareholder approval to reappoint Haysmacintyre LLP of 10 Queen Street Place, London EC4R 1AG as the Company's auditors.

In accordance with normal practice, resolution 8 seeks authority for the Company's directors to fix their remuneration.

Resolutions 9 and 10 (authority to allot shares and disapply pre-emption rights)

Under section 551 of the Companies Act 2006, the directors of a company may only allot shares or grant rights to subscribe for, or to convert any security into, shares in a company if authorised to do so by shareholders in a general meeting.

Resolution 9 will be proposed an ordinary resolution to authorise the directors to issue and allot new ordinary shares or to grant rights to subscribe for or convert any security into new ordinary shares up to an aggregate nominal amount of £90,736.18, being equal to 907,361,800 new ordinary shares (representing approximately 33.33 per cent. of the nominal value of the Company's issued ordinary share capital). This authority shall expire on the date falling 18 months after the date of the passing of this resolution or the next annual general meeting of the Company (whichever is earlier), except that the Company may at any time 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 this authority had not expired.

The Companies Act 2006 gives holders of ordinary shares, with limited but important exceptions, certain rights of pre-emption on the issue for cash of new ordinary shares. The directors of the Company continue to believe that it is in the best interests of the Company that the Board of the Company should have limited authority to allot some equity securities for cash without first having to offer such equity securities to existing shareholders. Resolution 10, which is conditional on the passing of resolution 9, is a special resolution to authorise the directors to allot equity securities for cash other than in accordance with statutory pre-emption

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rights. The relevant circumstances are either where the allotment takes place in connection with a rights issue or other pre-emptive issue or the allotment is limited to a maximum nominal amount of £90,736.18, representing approximately 33.33 per cent. of the nominal value of the Company's issued ordinary share capital.

Directors' recommendation

The directors consider that all the resolutions to be proposed at the AGM are in the best interests of the Company and its members as a whole. The Board unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings.

Notes to the Meeting:

The following notes explain your general rights as a shareholder and your rights regarding voting at the AGM (or "the Meeting").

1. In light of the evolving COVID-19 situation, the Meeting will be run as a closed meeting and shareholders will not be able to attend. Shareholders are therefore strongly encouraged to submit a proxy vote online in advance of the AGM in accordance with the procedures set out below. Given the restrictions on attendance at the AGM, shareholders should appoint the 'Chair of the AGM' as their proxy rather than a named person who will not be permitted to attend the AGM or cast the shareholder's vote.
2. To be entitled to vote by proxy at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be registered in the Register of Members of the Company at close of trading on 23 December 2021. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to vote by proxy at the Meeting.
3. 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).
4. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, 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.
5. Shareholders can vote by completing and submitting a form of proxy online via the Company's registrars share portal atwww.signalshares.com. If you need help with voting online, please contact the Company's registrar, Link Group, on

0371 664 0391 if calling from the UK, or [phone] if calling from outside of the UK, or email Link at [e-mail].

CREST members can vote by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.

You will not receive a form of proxy for the AGM in the post. Instead, you will receive instructions to enable you to vote electronically and how to register to do so. You may request a physical copy proxy form directly from the Company's registrars, Link Group, PXS1, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL (telephone number: [phone]). If you request a physical copy proxy form, it must be completed in accordance with the instructions that accompany it and then delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to Link Group, PXS1, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL so as to be received by 10.00 a.m. GMT on 23 December 2021.

In order for a proxy appointment to be valid, a form of proxy - whether paper or online - must be completed and received by Link Group by 10.00 a.m. GMT on 23 December 2021.

If you return more than one proxy appointment, the appointment received last by Link Group before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully.

6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST

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