THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or about what action you should take, you should consult your independent financial adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your Ordinary Shares please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the agent through whom the sale was effected, for transmission to the purchaser or transferee.

TELECOM PLUS PLC

(incorporated and registered in England and Wales with registered number 03263464)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company to be held at Network HQ, 508 Edgware Road, The Hyde, London NW9 5AB on Monday, 17 August 2026 at 12.00 noon is set out at the end of this document.

Shareholders can vote electronically via the Investor Centre app or by accessing the web browser at https://uk.investorcentre.mpms.mufg.com/. To be valid, the proxy vote must be submitted as soon as possible, but in any event to be received by the Company's registrars, MUFG Corporate Markets, not later than 12.00 noon on Thursday, 13 August 2026. Submission of a proxy appointment will not preclude a shareholder from attending and voting at the AGM.

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

"Companies Act" the Companies Act 2006, as amended, consolidated or re-enacted from time to time

"2026 AGM" the annual general meeting of the Company to take place as contemplated by the Notice of AGM

"2027 AGM" the annual general meeting of the Company to take place in 2027

"Annual General Meeting" or "AGM" the annual general meeting of the Company convened for 17 August 2026 pursuant to the Notice of AGM

"Annual Report and Accounts" the Company's Annual Report and Accounts document for the year ended 31 March 2026

"Articles" the Company's articles of association

"Board" or "Directors" the directors of the Company as at the date of this document

"Company" Telecom Plus PLC

"Form of Proxy" the form of proxy for use in connection with the Annual General Meeting

"Group" the Company and its subsidiaries

"Notice of AGM" the notice of Annual General Meeting which is set out at the end of this document

"Ordinary Shares" ordinary shares of 5p each in the capital of the Company

"Resolutions" the resolutions set out in the Notice of AGM

"RIS" Regulatory Information Service

"Shareholders" holders of Ordinary Shares

"Statement of Principles" the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this AGM document

^{}[] TELECOM PLUS PLC
^{}[] (incorporated and registered in England and Wales with registered number 03263464)
^{}[] Network HQ
^{}[] 508 Edgware Road, The Hyde
^{}[] London NW9 5AB

Directors:

• Charles Wigoder (Non-Executive Chairman)
• Stuart Burnett (Chief Executive Officer)
• Nicholas Schoenfeld (Chief Financial Officer)
• Suzanne Williams (Senior Independent Non-Executive Director)
• Philip Bunker (Non-Executive Director)
• Gemma Godfrey (Non-Executive Director)
• Bindiya Karia (Non-Executive Director)
• Carla Stent (Non-Executive Director)

10 July 2026

To all Shareholders

Dear Shareholder

2026 ANNUAL GENERAL MEETING

I am writing to you to explain the proposals which Shareholders will be asked to approve at the AGM to be held on Monday, 17 August 2026 starting at 12.00 noon at Network HQ, 508 Edgware Road, The Hyde, London, NW9 5AB. The Notice of AGM is set out at the end of this document.

The AGM is an important event in the Company's corporate calendar. This year, we are holding the AGM as a physical meeting, and all Shareholders (or their duly appointed representatives and/or proxies) are invited to attend in person. Any shareholder attending the AGM will have the opportunity to ask questions relating to the resolutions and other business of the AGM. The Chair will seek to ensure that shareholders have a reasonable opportunity to ask questions and will address questions as considered appropriate in the context of the meeting.

All resolutions will be subject to a poll and the results of the votes on the proposed resolutions will be announced in the normal way, as soon as practicable after the conclusion of the AGM. A poll vote accurately reflects the number of voting rights exercisable by each member and is in line with corporate governance recommendations and best practice.

The Company may be required to change the arrangements for the AGM at short notice if there are any unforeseen circumstances, such as health and safety requirements. Any changes to the AGM arrangements will be published on our website www.telecomplus.co.uk. Please note that if you are unable to attend the AGM to vote in person, we strongly encourage you to lodge a vote by proxy in advance of the AGM instead.

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EXPLANATIONS OF PROPOSED RESOLUTIONS

The following pages give an explanation of the proposed Resolutions. Resolutions 1 to 14, 16 and 19 will be 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. Resolutions 15, 17, 18 and 20 will be proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of it.

To receive the Annual Report and Accounts (resolution 1)

The Chairman will present the Annual Report and Accounts for the year ended 31 March 2026, sent to Shareholders with this document.

Remuneration Report (resolution 2)

The Companies Act requires UK incorporated listed companies to ask Shareholders to vote on the Directors' Annual Report on Remuneration. As the vote is advisory, it does not affect the actual remuneration paid to any individual director. A copy of the Directors' Annual Report on Remuneration is set out on pages 91 to 101 of the Annual Report and Accounts 2026. Resolution 2 is an ordinary resolution to approve the Directors' Annual Report on Remuneration for the year ended 31 March 2026.

Remuneration Policy (resolution 3)

The Companies Act requires a UK incorporated listed company to obtain shareholder approval for its Remuneration Policy every three years, or where significant changes to the policy are being proposed. The current Remuneration Policy was previously approved by Shareholders at the 2023 AGM and the Company is not proposing to make any changes to the Remuneration Policy. The Remuneration Policy, which is set out on pages 80 to 90 of the Company's Annual Report and Accounts 2026 will, if approved, continue to take effect immediately after the conclusion of the AGM and is binding.

Final Dividend (resolution 4)

Resolution 4 is to approve the payment of a final dividend of 12 pence per ordinary share for the year ended 31 March 2026 to Shareholders on the register of members at close of business on 7 August 2026.

Re-election of Directors (resolutions 5 to 12)

The UK Corporate Governance Code (the "Code") requires FTSE 350 companies to offer all their directors for re-election annually. Resolutions 5 to 12 deal with the re-election of each of the Directors.

The biographical details of the Directors standing for re-election are set out below:

Charles Wigoder is the Non-Executive Chairman. Charles qualified as a Chartered Accountant with KPMG in 1984 and was subsequently employed by Kleinwort Securities as an investment analyst in the media and communication sectors. Between 1985 and 1988, he was head of corporate finance and development at Carlton Communications PLC and then Quadrant Group PLC. In March 1988 he left Quadrant Group to set up The Peoples Phone Company PLC, where he served as CEO; it was subsequently purchased by Vodafone in December 1996. After leaving Peoples Phone he joined the Company as CEO in February 1998, becoming Executive Chairman in 2010 and Non-Executive Chairman in 2022.

Stuart Burnett is the Chief Executive Officer. Stuart was promoted to Co-CEO in 2021, after two years as COO, becoming sole CEO in August 2024. He joined the Company in 2016 as Legal & Compliance Director and then moved on to become Commercial Director, managing all commercial activity, including

our key commercial relationships and customer proposition, before becoming COO in 2019. Stuart began his career as a corporate lawyer at Slaughter & May after reading law at Oxford University. He then worked in senior roles at RSA Insurance Group PLC and TSB Banking Group PLC, prior to joining the Company.

Nicholas (Nick) Schoenfeld joined the Company in January 2015 as Chief Financial Officer. Since 2006, Nick was Group Finance Director of Hanover Acceptances, a substantial diversified private company with holdings in the food manufacturing, real estate, and agribusiness sectors. He was previously employed at Kingfisher plc, where he was responsible for the group's financial planning and analysis functions. Prior to this, he held senior strategic and development roles within Castorama and the Walt Disney Company, having started his career as a management consultant at the Boston Consulting Group. Nick also has an MBA from the Harvard Business School.

Suzanne (Suzi) Williams is the Senior Non-Executive Director. Suzi is a consumer brand leader, and board advisor with a thirty-year career in commercial leadership, and extensive FTSE 100/250 experience as a non-executive director and committee chair. Suzi spent a decade as Chief Brand & Marketing Officer at BT PLC and has held a variety of senior leadership roles at Orange, the BBC, KPMG Consulting, Global Radio, and Procter & Gamble Europe. Subsequent pro bono, advisory and commercial board roles include as a non-executive director at the AA PLC, Workspace Group PLC and JD Sports PLC, and as an advisor to Gresham House and the England & Wales Cricket Board (ECB). Suzi is currently an independent non-executive director and committee Chair at Zegona Communications PLC - recent acquirers of Vodafone Spain. Suzi joined the Company in July 2020 as an independent non-executive director.

Philip (Phil) Bunker is a Non-Executive Director. Phil is a highly experienced insurance leader with a strong entrepreneurial background who has had both executive and non-executive roles at some of the UK's most successful insurance businesses. Phil started his insurance career at Lloyd's of London before moving to NIG where he became managing director and an executive director of The Churchill Group. His most recent executive position was at Liverpool Victoria Insurance as part of a transformation team that over 10 years tripled the size of the business. Phil's non-executive experience includes FCA regulated roles at AA Insurance Services, where he Chaired the Remuneration Committee, and Ardonagh Advisory, where he chaired the Audit & Risk Committee and the Remuneration Committee. Phil trained as a Chartered Accountant at Price Waterhouse after studying economics at UCL.

Gemma Godfrey is a Non-Executive Director. Gemma is an experienced Non-Executive Director and FCA-approved Chair, who built two digital businesses and combines an entrepreneurial track record with a robust approach to governance - serving on remuneration and nominations committees. She is a Board Champion for ESG and Consumer Duty, and a Partner on AI. Gemma is also the FCA-approved Chair for the Authorised Corporate Director (ACD) of Lloyds Wealth and was previously a board director for a global sustainable energy solutions company. Gemma is a Non-Executive Director of Oberon Investments Group PLC and Saga PLC.

Bindiya (Bindi) Karia is a Non-Executive Director. Bindi has deep experience in technology and innovation having held senior board, investment and advisory roles across the technology sector in Europe. Bindi is currently a non-executive director at Zigup PLC (formerly Redde Northgate PLC), and a Venture Partner at Molten Ventures Plc, a European Technology Venture Capital Fund. Bindi also serves on the University of East London Board of Governors, where she is also Chair of the Ethics Advisory Committee. Bindi has previously held a variety of senior technology roles, including as a Digital Advisory Board member at The Very Group and Centrica, as well as senior roles at Silicon Valley Bank, Microsoft Ventures and PwC. Bindi joined the Company in August 2024 as an independent non-executive director.

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Carla Stent is a Non-Executive Director. Carla is a former Chief Operating Officer and Partner at Virgin Group and was previously Deputy Chief Financial Officer and Chief Administrative Officer of the Global Retail and Commercial Bank arm of Barclays Bank. She has been a non-executive for many years and most recently chaired the Marex Group plc board and the Audit and Risk Committee for Evelyn Partners Group. Carla is currently Chair of the Audit and Risk Committee for HBX Group. She joined the Company in July 2022 as an independent non-executive director.

The Board has confirmed that, following a performance review, all Directors standing for re-election continue to perform effectively and demonstrate commitment to their role.

Reappointment of Auditor (resolutions 13 and 14)

Under Resolution 13, it is proposed that KPMG LLP ("KPMG") be reappointed as the Company's auditor to hold office until the conclusion of the 2027 AGM.

Resolution 14 authorises the Directors to agree KPMG's remuneration.

Authority for Purchase of Own Shares (resolution 15)

The Company cannot purchase its own shares unless the purchase has first been authorised by Shareholders in general meeting. The Directors are therefore proposing Resolution 15 to seek such authority under section 701 of the Companies Act in respect of a maximum of 7,904,188 Ordinary Shares (representing not more than 10 per cent of the Company's issued ordinary share capital (excluding treasury shares) as at 7 July 2026 (the last practicable date before publication of this document)) and to set minimum and maximum prices. This authority will expire at the conclusion of the 2027 AGM or if earlier, at the close of business on 17 November 2027.

In accordance with the Company's new shareholder distribution policy set out in the Annual Report and Accounts 2026, the Directors will periodically consider the purchase of Ordinary Shares under this Resolution 15, taking into account the financial resources of the Company, the Company's share price and future funding requirements. This authority will only be exercised by the Directors if and when, in the light of market conditions prevailing at that time, the Directors believe that such purchases would be for the benefit of Shareholders generally. The effect of any such purchase will clearly depend on the price at which it is made. Any purchases of Ordinary Shares would be by means of market purchases through the London Stock Exchange or by way of a tender offer to all Shareholders.

In accordance with the Companies Act, the Company may purchase and hold shares as treasury shares, rather than cancelling them. The Directors will decide at the time of purchase whether to hold shares in treasury or to cancel them immediately. No dividends are paid on shares while held in treasury and no voting rights attach to treasury shares. Resolution 15, proposed as a special resolution, complies with the current guidelines issued by investor protection committees and the Directors will have regard to any guidelines issued by investor protection committees which may be published at the time of any such purchase, holding or resale of treasury shares.

As at 7 July 2026 (the last practicable date before publication of this document), there were outstanding options to subscribe for shares, both currently exercisable and yet to be exercisable, granted under all share option schemes operated by the Company, in respect of a total of 3,027,134¹ Ordinary Shares

¹ Excluding awards of growth shares made to employees under the LTIP 2016 which are convertible into Ordinary Shares only when the price per Ordinary Share is above £20 and/or adjusted EPS has doubled since 2016. The maximum number of Ordinary Shares that could be issued as a result of awards currently made under the LTIP 2016 is 835,000 (based on the price per Ordinary Share being £50 or above) which would represent 1.0 per cent of the issued share capital of the Company (excluding treasury shares) as at 7 July 2026 (the last practicable date before publication of this document). In the unlikely event that the authority under Resolution 15 now being sought, together with the existing authority to purchase shares granted at last year's AGM, were exercised in full, such awards, if converted in full into 835,000 Ordinary Shares, would represent approximately 1.3 per cent of the issued share capital of the Company (excluding treasury shares) as at 7 July 2026 (the last practicable date before publication of this document).

which, if all were eventually exercised, would represent approximately 3.7 per cent of the issued share capital of the Company (excluding treasury shares). In the unlikely event that the authority under Resolution 15 now being sought, together with the existing authority to purchase shares granted at last year's AGM were exercised in full, such options, if exercised, would represent approximately 4.6 per cent of the issued share capital of the Company (excluding treasury shares) as at 7 July 2026 (the last practicable date before publication of this document).

Authority to allot shares (resolution 16)

In accordance with the provisions of section 549 of the Companies Act, the Directors are prevented from exercising the Company's powers to allot shares unless authorised to do so either in the Articles or in a resolution of the Shareholders. Such authority was given by Shareholders at the AGM of the Company held on 6 August 2025, for a period expiring on the conclusion of this AGM.

Resolution 16 therefore proposes to renew this general authority for the period expiring at the conclusion of the 2027 AGM or, if earlier, at the close of business on 17 November 2027. The authority being sought is to allot Ordinary Shares up to a maximum nominal amount of £1,317,365, representing approximately one-third of the issued share capital (excluding treasury shares) as at 7 July 2026 (the last practicable date before publication of this document). The Directors have no current intention of using this authority, if granted, save in respect of the issue of shares pursuant to the exercise of options granted under the Networkers and Consultants Share Option Plans. Shares issued pursuant to employee share plans and LTIP 2016 are exempt from this authority.

In addition, the Investment Association has said that it will consider as routine a resolution to authorise the allotment of a further one-third of share capital for use in connection with a pre-emptive offer (including an offer by way of rights issue or open offer). Your Board considers it appropriate to seek this additional allotment authority at this year's AGM in order to take advantage of the flexibility it offers. However, the Board has no present intention of exercising this authority. If the additional authority is actually used, the Directors intend to follow best practice regarding its use, as recommended by the Investment Association.

Passing this resolution will provide the Directors with additional flexibility acting in the best interests of the Company and Shareholders, so that when opportunities that benefit the Company arise, the Directors can issue new shares without the need to incur the cost and delay of a general meeting of the Company to seek specific authority for each allotment.

As at 7 July 2026 (the last practicable date before publication of this document), there were 2,195,915 shares held in treasury by the Company (representing approximately 2.78 per cent of the issued share capital of the Company (excluding treasury shares)).

Authority to disapply statutory pre-emption rights (resolutions 17 and 18)

The Companies Act requires that an allotment of shares for cash may only be made if the shares are first offered to existing Shareholders on a pre-emptive basis. In accordance with general practice and in particular, the Pre-Emption Group's Statement of Principles as revised in November 2022, the Directors propose that advantage be taken of the provisions of section 570 of the Companies Act to disapply the Companies Act's pre-emption requirements in relation to certain share issues.

Resolution 17 will empower the Directors to allot Ordinary Shares for cash on a non-pre-emptive basis:

1. in connection with a rights issue, open offer or other pro-rata offer to existing Shareholders.
2. (otherwise than in connection with a rights issue, open offer or other pro-rata issue) up to a maximum nominal value of £395,209 representing not more than ten per cent of the issued

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ordinary share capital of the Company (excluding treasury shares) as at 7 July 2026 (the last practicable date before publication of this document).

Resolution 18 will empower the Directors to allot additional Ordinary Shares for cash on a non-preemptive basis (otherwise than in connection with a rights issue, open offer or other pro rata offer to existing Shareholders) up to a maximum nominal value of £395,209 representing not more than an additional ten per cent of the issued ordinary share capital of the Company (excluding treasury shares) as at 7 July 2026 (the last practicable date before publication of this document) for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment (within the meaning of the Statement of Principles).

The Directors have no present intention to exercise the powers sought by resolutions 17 or 18. If the powers sought by resolutions 17 or 18 are used in relation to a non-pre-emptive offer, the Directors confirm their intention to follow the shareholder protections in paragraph 1 of Part 2B of the Pre-emption Group's Statement of Principles published in November 2022 and, where relevant, follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-emption Group's Statement of Principles published in November 2022.

The Directors consider that it is in the best interests of the Company and Shareholders that the Directors retain their flexibility to allot some shares without having to offer them to Shareholders first. These authorities will expire at the conclusion of the next AGM or on 17 November 2027, whichever is the earliest.

Political donations (resolution 19)

Resolution 19 is designed to deal with the rules on political donations contained in the Companies Act. Political donations to any political parties, independent election candidates or political organisations or the incurring of political expenditure are (subject to certain limited exceptions) prohibited unless authorised by Shareholders in advance. What constitutes a political donation, a political party, a political organisation, or political expenditure is not always easy to decide, as the legislation is capable of wide interpretation. Sponsorship, advertising, marketing activities, subscriptions, payment of expenses, paid leave for employees fulfilling public duties, and support for bodies representing the business community in policy review or reform, may fall within this.

Therefore, notwithstanding that the Company has not made a political donation in the past, and has no current intention of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate, the Board has decided to put forward Resolution 19. This will allow the Company to support the community and put forward its views to wider business and Government interests without running the risk of being in breach of the law. As permitted under the Companies Act, Resolution 19 has also been extended to cover any political donations made, or political expenditure incurred, by any subsidiaries of the Company. The authority which the Board is requesting is similar to the authority given by Shareholders at the AGM in 2025.

Notice period for general meetings (resolution 20)

It is proposed in Resolution 20 that Shareholders should approve the continued ability of the Company to hold general meetings other than the annual general meeting on 14 clear days' notice.

This resolution relates to section 307A of the Companies Act. Under that section, a listed company which wishes to be able to call general meetings (other than an AGM) on 14 days' clear notice must obtain Shareholders' approval. Resolution 20 seeks such approval.

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This resolution is valid up to the 2027 AGM and so will need to be renewed annually. The Company will also need to meet the requirements for voting by electronic means under section 307A of the Companies Act before it can call a general meeting on 14 days' notice.

In accordance with the guidance issued by the Pensions and Lifetime Savings Association, the shorter notice period will not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of the Shareholders as a whole.

ACTION TO BE TAKEN

Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com/. You will need to log into your Investor Centre account or register if you have not previously done so. Once you have setup your account you will need to add your shareholding by clicking 'Add Holding' in the 'Portfolio' section and following the on-screen instructions. You will require your Investor Code (IVC) to add your shareholding. You can find your IVC on your share certificate or by contacting our Registrar, MUFG Corporate Markets. Electronic proxy votes should be submitted as early as possible, and in any event, by not later than 48 hours before the time of the AGM and no account shall be taken of a day that is not a working day.

Alternatively, Shareholders can request a hard copy form of proxy from the Company's registrars, MUFG Corporate Markets, by email at [email protected] or by calling on 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.00 noon on Thursday, 13 August 2026 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

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(s) thereof by using the procedures described in the CREST Manual (refer to the notes to the Notice of Annual General Meeting).

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Recommendation

The Board considers the Resolutions are likely to promote the success of the Company and are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as they intend to do so in respect of their own shareholdings which amount in aggregate to 9,245,276 Ordinary Shares (representing approximately 11.7 per cent of the issued Ordinary Shares, excluding treasury shares) as at 7 July 2026 (the last practicable date before publication of this document).

Yours faithfully

Charles Wigoder
Non-Executive Chairman

^{}[] TELECOM PLUS PLC
^{}[] ("the Company")
^{}[] NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at Network HQ, 508 Edgware Road, The Hyde, London NW9 5AB on Monday, 17 August 2026 at 12.00 noon for the purpose of considering, and if thought fit, passing the following resolutions. Resolutions 1 to 14, 16 and 19 will be proposed as ordinary resolutions and resolutions 15, 17, 18 and 20 will be proposed as special resolutions.

1. To receive the reports of the Directors and the auditor and the accounts of the Company for the year ended 31 March 2026.
2. To receive and approve the Directors' Annual Report on Remuneration for the year ended 31 March 2026.
3. To receive and approve the Directors' Remuneration Policy which will take effect immediately after the end of the AGM.
4. To declare a final dividend for the year ended 31 March 2026 of 12p on each of the ordinary shares of 5p and the Directors be and are hereby authorised to pay such dividend to those persons registered as holders of shares in the capital of the Company at the close of business on 7 August 2026.
5. To re-elect Charles Wigoder as a director of the Company.
6. To re-elect Stuart Burnett as a director of the Company.
7. To re-elect Nicholas Schoenfeld as a director of the Company.
8. To re-elect Suzanne Williams as a director of the Company.
9. To re-elect Philip Bunker as a director of the Company.
10. To re-elect Gemma Godfrey as a director of the Company.
11. To re-elect Bindiya Karia as a director of the Company.
12. To re-elect Carla Stent as a director of the Company.
13. To reappoint KPMG LLP as auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company at which accounts are laid before the Company.
14. To authorise the Directors to determine the auditor's remuneration.
15. That the Company be and is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 ("Companies Act") to make one or more market purchases (within the meaning of section 693(4) of the Companies Act) on the London Stock Exchange of its own fully paid ordinary shares of 5p each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the Directors may from time to time determine provided that:

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a) the maximum aggregate number of Ordinary Shares which may be purchased is 7,904,188 being approximately 10 per cent of the issued ordinary share capital (excluding treasury shares) as at 7 July 2026;

b) the minimum price which may be paid for an Ordinary Share is 5p (exclusive of expenses payable by the Company);

c) the maximum price which may be paid for an Ordinary Share (exclusive of expenses payable by the Company) cannot be more than the higher of:

i. 105 per cent of the average market value of an Ordinary Share for the five business days prior to the day on which the Ordinary Share is contracted to be purchased; and

ii. the value of an Ordinary Share calculated on the basis of the higher of:

A. the last independent trade of; or

B. the highest current independent bid for,

any number of Ordinary Shares on the trading venue where the market purchase by the Company will be carried out; and

The authority conferred shall expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 17 November 2027, except that the Company may before such expiry make a contract to purchase its own shares which will or may be completed or executed wholly or partly after such expiry.

1. That the Directors be and they are hereby generally and unconditionally authorised, in accordance with section 551 of the Companies Act, in substitution for all existing authorities:

a) to exercise all the powers of the Company to allot shares and to make offers or agreements to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (together "Relevant Securities") up to an aggregate nominal amount of £1,317,365; and

b) to exercise all the powers of the Company to allot equity securities (as defined in section 560(1) of the Companies Act) up to an additional aggregate nominal amount of £1,317,365 provided that this authority may only be used in connection with a pre-emptive offer (including an offer by way of a rights issue or open offer) in favour of holders of Ordinary Shares and other persons entitled to participate therein where the equity securities respectively attributable to the interests of all those persons at such record dates as the Directors may determine are proportionate (as nearly as may be) to the respective numbers of equity securities held or deemed to be held by them or are otherwise allotted in accordance with the rights attaching to such equity securities subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal difficulties under the laws of any territory or the requirements of a regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatsoever,

provided that the authorities in paragraphs (a) and (b) above shall expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 17 November 2027, except that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities or equity securities as the case may be to be allotted after such expiry

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and the Directors may allot Relevant Securities or equity securities in pursuance of any such offer or agreement as if the authority in question had not expired.

1. That, if Resolution 16 is passed, the Directors be and they are hereby empowered to allot equity securities (as defined in the Companies Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to such allotment or sale, provided that this power shall be limited to:

a) the allotment of equity securities in connection with a rights issue or other pro rata offer (but, in the case of the authority conferred by paragraph (b) of Resolution 16, by way of a preemptive offer (including by way of a rights issue or an open offer) only) in favour of holders of Ordinary Shares and other persons entitled to participate therein where the equity securities respectively attributable to the interests of all those persons at such record dates as the Directors may determine are proportionate (as nearly as may be) to the respective numbers of equity securities held or deemed to be held by them or are otherwise allotted in accordance with the rights attaching to such equity securities, subject in each case to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal difficulties under the laws of any territory or the requirements of a regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatsoever; and

b) in the case of the authority granted under paragraph (a) of Resolution 16 above, to the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) of this Resolution 17) up to a nominal amount of £395,209,

such authority to expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 17 November 2027) but, in each case, the Company may before such expiry make offers or enter agreements which would or might require equity securities to be allotted or shares held by the Company in treasury to be sold or transferred, after the authority expires and the Directors may allot equity securities and/or sell or transfer shares held by the Company in treasury under any such offer or agreement as if the power conferred by this resolution had not expired.

1. That, if Resolution 16 is passed, the Directors be and they are hereby empowered, in addition to any authority granted under Resolution 17, to allot equity securities (as defined in the Companies Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to:

a) the allotment of equity securities or sale of treasury shares up to a nominal amount of £395,209; and

b) being used only for the purposes of financing (or refinancing, if the authority is used within twelve months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 17 November 2027) but, in each case, the Company may before such expiry make offers or enter agreements which would or might require equity securities to be allotted or shares held by the Company in treasury to be sold or transferred, after the authority expires and the Directors may allot equity securities and/or sell or transfer shares held by the Company in

13

treasury under any such offer or agreement as if the power conferred by this resolution had not expired.

1. That in accordance with sections 366 and 367 of the Companies Act the Company and all companies which are subsidiaries of the Company at the date on which this Resolution 19 is passed or during the period when this Resolution 19 has effect are authorised to:

a) make political donations to political parties or independent election candidates, as defined in the Companies Act, not exceeding £50,000 in total;

b) make political donations to political organisations other than political parties, as defined in the Companies Act, not exceeding £50,000 in total; and

c) incur political expenditure, as defined in the Companies Act, not exceeding £50,000 in total,

during that period beginning with the date of the passing of this resolution and ending on the conclusion of the next annual general meeting of the Company, provided that the authorised sums referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sums, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter), or, if earlier, on the day on which the Company enters into any contract or undertaking in relation to the same.

1. That the Company is authorised to call any general meeting of the Company other than the annual general meeting by notice of at least 14 clear days during the period beginning on the date of the passing of this resolution and ending on the conclusion of the next annual general meeting of the Company.

By Order of the Board
David Baxter
Company Secretary
Dated 10 July 2026

Registered Office:
Network HQ
508 Edgware Road
The Hyde
London NW9 5AB

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to exercise all or any of his rights to attend, speak and vote at the meeting. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by the member. A proxy need not be a member of the Company.

2. Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at:

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https://uk.investorcentre.mpms.mufg.com/. To be valid, electronic proxy votes should be submitted not later than 48 hours before the time fixed for the meeting and no account shall be taken of a day that is not a working day.

1. If you need help with voting online or require a hard copy form of proxy, please contact our Registrar, MUFG Corporate Markets, by email at [email protected], or you may call on 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. To be valid, completed proxies must be received (together with the power of attorney or other authority, if any, under which it is signed or a notarial certified copy of such power or authority) by MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, not later than 48 hours before the time fixed for the meeting and no account shall be taken of a day that is not a working day.

2. The Company specifies, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, that only those Shareholders whose names are entered in the register of members of the Company as at close of business on 13 August 2026 (or, if the meeting is adjourned, on the date which is two working days before the time of the adjourned meeting) shall be entitled to vote at the Annual General Meeting in respect of the number of shares registered in their names at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to vote at the meeting.

3. 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(s) thereof by using the procedures described in the CREST Manual. Shareholders and their corporate representatives are strongly encouraged not to appoint any proxy other than the Chair of the AGM to attend. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

4. In order for a proxy appointment or instruction made using a CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual (www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in note 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal systems timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this

connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

1. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. Please see further details above.

2. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting MUFG Corporate Markets or you may photocopy the proxy form. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. Please indicate in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

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. In accordance with section 325 of the Companies Act, the right to appoint proxies does not apply to persons nominated to receive information rights under section 146 of the Companies Act, persons nominated to receive information rights under section 146 of the Companies Act who have been sent a copy of this notice of meeting are hereby informed, in accordance with section 149(2) of the Companies Act, that they may have a right under an agreement with the registered member by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for this meeting. If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.

5. To change your proxy instructions, you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.

6. A corporate shareholder may authorise a person or persons to act as its representative(s) in relation to the AGM. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder in the Company, provided that he or she does not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.

7. Unless otherwise indicated on the form of proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.

8. You may not use any electronic address provided either in this notice of annual general meeting or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

9. As at 7 July 2026 (being the last practicable business day before the publication of this Notice), the Company's issued share capital consisted of 81,237,795 Ordinary Shares carrying one vote each, including 2,195,915 shares held in treasury. Therefore, the total voting rights in the Company are 79,041,880.

10. Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to:

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(a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or
(b) any circumstances connected with an auditor of the Company ceasing to hold office since the last Annual General Meeting,

that the members propose to raise at the meeting.

The Company cannot require the members requesting the publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Any statement placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website.

1. The following documents are available for inspection at the registered office of the Company (Network HQ, 508 Edgware Road, The Hyde, London, NW9 5AB) during normal business hours on each weekday (public holidays excluded) from the date of this notice until the close of the meeting and at the place of the meeting for 15 minutes prior to and during the meeting:

(a) copies of the executive directors' service contracts with the Company; and
(b) copies of letters of appointment of each of the non-executive directors.

Electronic copies of the documents can also be made available on request from: [email protected].

1. Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Shareholder Reference Number. The Company and any third party to which it discloses the data (including our Registrars) may process your personal data in accordance with the Company's privacy policy for the purposes of compiling and updating the Company's records and fulfilling the Company's legal obligations. The Company's privacy policy is available online at: www.telecomplus.co.uk.

A copy of this Notice, and other information required by section 311A of the Companies Act, can be found at the Company's website (www.telecomplus.co.uk).

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