PRISM GLOBAL GROUP PLC (the “Company”)

NOTICE IS HEREBY GIVEN (“Notice”) that the Annual General Meeting (the “AGM”) of the Company will be held at Level 22, 180 George St, Sydney NSW 2000, at 5:00 pm on the 15th of July 2024 to consider and if thought fit, pass the following resolutions. Resolutions 1 to 3 will be proposed as ordinary resolutions.

Ordinary resolutions

  1. That Massimiliano (Max) Bardella be re-appointed as a Director of the Company.
  • That Christopher Ireland be re-appointed as a Director of the Company.
  • That Rand Neveloff be re-appointed as a Director of the Company.

Christopher Ireland
For and on behalf of PRISM GLOBAL GROUP PLC
Chief Executive Officer
20th of June 2024
Registered Office:
60 Gracechurch Street
London
EC3V 0HR

  1. The right to vote at the meeting is determined by reference to the register of members. Only those
    Shareholders registered in the register of members of the Company as at 5 pm on the 12
    th of July
    2024 (or, if the meeting is adjourned, 5 pm on the date which is two days before the date of the
    adjourned meeting) shall be entitled to vote by proxy in respect of the number of shares registered
    in their name at that time. Changes to entries in the register of members after that time shall be
    disregarded in determining the rights of any person to vote (and the number of votes they may
    cast). As noted previously, you are kindly asked to complete a proxy form in order to vote
    at the meeting.
  2. We strongly encourage Shareholders to vote on all Resolutions in advance of the AGM by
    completing a proxy appointment form, in accordance with the instructions set out in this
    document.
  3. Appointment of proxies –
  4. Please register your proxy vote by completing and signing the Form of Proxy accompanying this
    Notice in accordance with the instructions set out thereon and returning the Form of Proxy to
    Prism Global Group Plc, by email to shaun@silvertree-partners.com, by post or by hand (during
    normal business hours and by appointment only) at the following address: 6 Floor, 60
    Gracechurch Street, London, EC3V 0HR, as soon as possible, but in any event so as to be
    received by no later than 48 hours (excluding non-Business Days) before the appointed time for
    the AGM (being 5 pm on the 15th of July 2024). Unless the Form of Proxy is returned by the
    relevant time specified in the foregoing sentence, or in the event that the AGM is adjourned, not
    later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the
    adjourned meeting, they will be invalid.
  5. To change your proxy instructions, you may amend them by submitting a new hard copy form
    of proxy using the methods set out above. Please contact the Company at 6 Floor, 60
    Gracechurch Street, London, EC3V 0HR if you require another form of proxy. The deadline for
    receipt of proxy appointments (being 5 pm on the 12
    th of July 2024) 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 but differing appointments
    of proxy are received in respect of the same share(s) for use at the same meeting and in respect
    of the same matter, the one which is last validly received (regardless of its date or of the date of
    its execution or submission) shall be treated as replacing and revoking the other or others as
    regards the relevant share(s). If the Company is unable to determine which appointment was
    last validly received, none of them shall be treated as valid in respect of the relevant share(s).
  6. 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).
  7. Completion of a form of proxy does not ordinarily preclude a member attending and voting in
    person at the meeting if they wish to do so.
  8. A vote withheld option is provided on the form of proxy to enable you to instruct your proxy not
    to vote on any particular resolution, however, it should be noted that a vote withheld in this way
    is not a ‘vote’ in law and will not be counted in the calculation of the proportion of the votes ‘For’
    and ‘Against’ a resolution.

Nominated persons

  1. Any person to whom this notice is sent who is a person nominated under section 146 of the
    Companies Act 2006 to enjoy information rights (a “Nominated Person”) may have a right,
    under an agreement between him/her and the member by whom he/she was nominated, to be
    appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person
    has no such proxy appointment right or does not wish to exercise it, he/she may have a right,
    under such an agreement, to give instructions to the member as to the exercise of voting rights.
  2. The statement of the above rights of the members in relation to the appointment of proxies does
    not apply to Nominated Persons. Those rights can only be exercised by members of the
    Company.
    Appointment of corporate representatives
  3. Any corporation which is a member can appoint one or more corporate representatives who
    may exercise on its behalf all of its powers as a member provided that they do not do so in
    relation to the same shares.
    Right to ask questions
  4. Shareholders attending the AGM have the right to ask questions at the meeting relating to the
    business being dealt with at the meeting in accordance with section 319A of the Act. The
    Company must answer any such question unless to do so would interfere unduly with the
    preparation for the meeting or would involve the disclosure of confidential information, the
    answer has already been given on a website in the form of an answer to a question or it is
    undesirable in the interests of the Company or the good order of the meeting that the question
    be answered.
    Additional information
  5. All Resolutions are proposed as ordinary resolutions, which means that, for each of those
    resolutions to be passed, more than 50% of the votes cast must be in favour of the resolution.
  6. Voting on the Resolutions will be conducted by way of a poll rather than a show of hands. This
    is a more transparent method of voting as shareholder votes are to be counted according to the
    number of shares held. As soon as practicable after the AGM, the results of the voting at the
    AGM and the number of proxy votes cast for and against and the number of votes actively
    withheld in respect of each Resolution will be placed on the Company’s Shareholder Portal
    (https://prismglobalgroup.sharepoint.com/sites/Shareholders).
  7. A copy of this Notice, and other information required by section 311A of the Companies Act
    2006, can be found at: www.prismglobalgroup.com/AGM2024Notice.html
  8. As at the 20th of June 2024 (being the Last Practicable Date prior to the publication of this Notice)
    the Company’s issued share capital consists of 65,280,578 ordinary shares of 10 pence each,
    carrying one vote each. Therefore, the total voting rights in the Company as at that date are
    65,280,578 ordinary shares.

Explanatory notes on the resolutions at the 2024 AGM of Prism Global
Group Plc

Resolutions 1-3 will be proposed as ordinary resolutions requiring the approval of more than 50% of the votes
cast at the meeting and Resolution 8 will be proposed as a special resolution requiring the approval of at least
75% of the votes cast at the meeting.


Re-election of Directors (Resolutions 1 to 3)
Under clause 21 of the Company’s Articles of Association, all directors of the Company must retire at the first
annual general meeting. Therefore, all Directors will be standing down and offering themselves for re-election by
shareholders at this year’s AGM.


Auditor
We do not have an auditor for PRISM GLOBAL GROUP PLC in the United Kingdom, however we are attaching
the Australian accounts of PRISM GLOBAL GROUP LIMITED which are a full reflection of the company’s
activities. These accounts have been audited by Hall Chadwick.

Ppg Agm Notice 2024 Proxy Form 1

Notes to the proxy form:

  1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote
    at a AGM of the Company. You can only appoint a proxy using the procedures set out in these notes.
  2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy
    and attend the meeting in person, your proxy appointment will automatically be terminated.
  3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your
    proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form
    with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your
    proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your
    voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than
    the Chairman and give them the relevant instructions directly.
  4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You
    may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you must
    complete a separate proxy form for each proxy and specify against the proxy’s name the number of shares over which the
    proxy has rights. If you are in any doubt as to the procedure to be followed for the purpose of appointing more than one proxy
    you must contact the Company, at the address specified below. If you fail to specify the number of shares to which each proxy
    relates, or specify a number of shares greater than that held by you on the record date, your proxy appointments will be invalid.
  5. To direct your proxy how to vote on the resolutions mark the appropriate box with an “X”. If no voting indication is given, your
    proxy will vote or abstain from voting at his/her discretion. Your proxy will vote (or abstain from voting) as he/she thinks fit in
    relation to any other matter which is put before the meeting. To abstain from voting on a resolution, select the relevant
    “Withheld” box. 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 a resolution.
  6. To appoint a proxy using this form, the form must be:
    6.1 completed and signed;
    6.2 sent or delivered to the Company at 6 Floor, 60 Gracechurch Street, London, EC3V 0HR or signed, sent and
    scanned to shaun@silvertree-partners.com; and
    6.3 received by the Company’s Registrars no later than 5 pm on the 12
    th of July 2024.
  7. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf
    by an officer or agent of the company so authorised.
  8. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or
    authority) must be included with the proxy form.
  9. In the case of joint holders of shares, where more than one of the joint holders purports to appoint a proxy, only the appointment
    submitted by the most senior holder (being the first named holder in respect of the shares in the Company’s register of
    members) will be accepted.
  10. All shareholders who wish to attend and vote at the meeting must be entered on the Company’s register of members no later
    5:00 p.m. on 12
    th of July 2024. Changes to entries on the Company’s register of members after this time will be disregarded
    in determining the rights of any person to attend or vote at the meeting.
  11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of
    proxies will take precedence. For details of how to change your proxy instructions or revoke your proxy appointment see the
    notes to the notice of meeting.
Notice of Annual General Meeting
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