BNN TECHNOLOGY PLC (Incorporated in England and Wales under the Companies Act 2006 with registered number )

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should consult your stockbroker or other financial adviser authorised pursuant to the Financial Services and Markets Act 2000 immediately. If you have sold or transferred all of your ordinary shares in BNN Technology plc (the Company ), please forward this document and the accompanying form of proxy to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. BNN TECHNOLOGY PLC (Incorporated in England and Wales under the Companies Act 2006 with registered number ) NOTICE OF ANNUAL GENERAL MEETING This document should be read as a whole. Your attention is drawn to the letter from the Chairman which recommends that you vote in favour of the resolutions to be proposed at the Annual General Meeting. Notice of the Annual General Meeting of the Company to be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT on 28 June 2017 at 2.30 p.m. is set out on pages 4 to 5 of this document. A form of proxy is also enclosed with this document for use at the Meeting. Forms of proxy should be completed and returned to the Company s Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and in any event so as to be received not later than 48 hours (excluding non-business days) before the time fixed for the Meeting. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish. For full details on proxy appointments, see the notes to the Notice of General Meeting and accompanying form of proxy. Copies of this document are available from the Company s registered office from the date of this document until the date of the General Meeting. This document will also be available for download from the Company s website:

2 LETTER FROM THE NON-EXECUTIVE CHAIRMAN BNN TECHNOLOGY PLC (Incorporated in England and Wales under the Companies Act 2006 with registered number ) Directors: Harry Keiley (Non-Executive Chairman) Darren Mercer (Chief Executive Officer) Scott Kennedy (Finance Director) Wei Qi (China CEO and Chief Operating Officer) Lord Mancroft (Non-Executive Director) Dong Jinhua (Non-Executive Director) Registered office: First Floor Mallory House Goostrey Way Knutsford Cheshire WA16 7GY 5 June 2017 Dear Shareholder, Notice of Annual General Meeting I am writing to explain the resolutions to be proposed at this year s Annual General Meeting which is to be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT on 28 June 2017 at 2.30 p.m. (the AGM ). The resolutions are set out in the Notice of Annual General Meeting on pages 4 to 5 of this document. Ordinary business at the AGM Resolution 1 Annual Report and Accounts This is an ordinary resolution to receive and adopt the audited Statement of Accounts and the Reports of the Directors and the Auditors of the Company for the period ended 31 December Resolution 2 Re-appointment of Director The Board recommends the re-appointment of Harry Keiley, who retires by rotation in accordance with article 107 of the Company s Articles of Association, and offers himself for re-appointment. Resolution 3 Auditors reappointment The Board recommends the re-appointment of Deloitte LLP as auditors of the Company. Resolution 4 Auditors remuneration The resolution relating to the auditors remuneration is considered usual business for the Annual General Meeting. Special business at the AGM Resolution 5 Section 551 authority This is an Ordinary Resolution authorising the directors to allot and issue ordinary shares and grant rights to subscribe for shares up an aggregate nominal value of 7,953, which represents approximately one third of the issued share capital of the Company). The authority will expire at the conclusion of the Annual General Meeting to be held in Resolution 6 Section 570 authority and dis-application of Section 561(1) This is a Special Resolution authorising the directors to issue equity securities wholly for cash on a non preemptive basis pursuant to the authority conferred by resolution number 5 above up to an aggregate nominal amount of 2,386, (which represents approximately 10% of the issued share capital of the Company). This will allow the Board to allot shares without recourse to the Shareholders so that it can move quickly from time to time as it deems appropriate. This authority will expire at the conclusion of the Annual General Meeting to be held in

3 Form of Proxy A Form of Proxy for use at the AGM is enclosed. Please complete and sign the Form of Proxy and return it to the Company s Registrars so as to arrive no later than 48 hours (excluding nonbusiness days) before the time fixed for the AGM. The return of the Form of Proxy will not, however, prevent you from attending the AGM and voting in person should you wish so to do. Board Recommendation The Board considers that each of the Ordinary Resolutions and the Special Resolution is in the best interests of the Company and its Shareholders as a whole and it unanimously recommends to Shareholders that they should vote in favour of each of them as the Board intend to do so in respect of the Ordinary Shares held by them. Yours faithfully Harry Keiley Chairman 3

4 BNN TECHNOLOGY PLC (Registered in England and Wales with company number ) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2017 Annual General Meeting of BNN Technology plc (the Company ) will be held on 28 June 2017 at 2.30 p.m. at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT to consider and, if thought fit, to pass the following resolutions, of which Resolutions 1 to 5 (inclusive) will be proposed as Ordinary Resolutions and Resolution 6 will be proposed as a Special Resolution: ORDINARY BUSINESS 1. To receive and adopt the audited financial statements of the Company, the strategic report, the directors report and the auditor s report for the financial year ended 31 December To re-appoint Mr Harry Keiley as a Director and Non-Executive Chairman of the Company. 3. To re-appoint Deloitte LLP as auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company. 4. To authorise the Directors to determine the remuneration of the auditors of the Company. SPECIAL BUSINESS 5. That the Directors are generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the Act ), in substitution for all previous authorisations, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company ( Rights ) up to an aggregate nominal amount of 7,953, (which represents approximately one third of the issued share capital as at the date of this notice), provided that this authorisation shall, unless previously revoked by resolution of the Company, expire at the conclusion of the annual general meeting of the Company to be held in The Company may, at any time before such expiry, make offers or enter into agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares or grant Rights in pursuance of any such offer or agreement as if this authorisation had not expired. 6. THAT the Directors are 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 authorisation conferred by Resolution 5 above as if Section 561 of the Act did not apply to the allotment, provided that this power shall be limited to: (a) the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities made (i) to holders of ordinary shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on the record date for such offer and (ii) to holders of other equity securities as may be required by the rights attached to those securities or, if the Directors consider it desirable, as may be permitted by such rights, but subject in each case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; (b) the allotment (otherwise than pursuant to paragraph 6(a) above) of further equity securities up to an aggregate nominal amount of 2,386, (representing approximately 10% of the Company s issued share capital as at the date of this notice), 4

5 provided that this power shall, unless previously revoked by resolution of the Company, expire at the conclusion of the annual general meeting of the Company to be held in The Company may, at any time before the expiry of this power, make offers or enter into agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired. BY ORDER OF THE BOARD Harry Keiley Non-executive Chairman Registered Office: First Floor, Mallory House, Goostrey Way, Mobberley, Knutsford, Cheshire, WA16 7GY 5 June

6 Notes: 1. The Resolutions are subject to the approval of the Shareholders (being the holders of Ordinary Shares in the Company). 2. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members holding ordinary shares in the capital of the Company and registered on the Company s register of members at 6.00 p.m. on 26 June 2017 (London time) (or, if the General Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of the adjourned meeting) shall be entitled to attend and vote at the General Meeting. 3. If you are a member of the Company at the time set out in note 2 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a form of proxy with this document. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. If you do not have a form of proxy and believe that you should have one, or if you require additional forms, please contact the Company s registrars using the contact details set out at note 13 below. 4. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. 5. 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, please contact the Company s registrars using the contact details set out at note 13 below. 6. To direct your proxy on how to vote on the Resolutions, please mark the appropriate box with an X. To abstain from voting, select the relevant Vote Withheld box. A vote withheld is not a vote in law, which means that the vote will not be counted in calculation of votes for or against the relevant Resolution. 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. 7. The notes to the proxy form explain how to direct your proxy how to vote on each Resolution or withhold their vote. If you return more than one proxy appointment, either by paper or electronic communication, the proxy appointment received last by the Company s registrars before the latest time for receipt of proxies will take precedence. To appoint a proxy using the proxy form, the form must be: (a) completed and signed; (b) sent or delivered to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or scanned by to externalproxyqueries@computershare.co.uk; and received no later than 2.30 p.m. on 26 June 2017 or 48 hours before the time fixed for any adjourned meeting at which the proxy is to vote. 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 of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. 8. 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). 9. The return of a completed form of proxy, other such instrument or any CREST Proxy Instruction (as described in Note 12 below) will not prevent a shareholder attending the General Meeting and voting in person if he/she wishes to do so. 10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting (and any adjournment of the General Meeting) by using the procedures described in the CREST Manual (available from CREST personal members or other CREST sponsored members, and those CREST members who have appointed a 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. 11. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland Limited s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuers agent 3RA50 by 2.30 p.m. on 26 June 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 application host) from which the issuers agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 12. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 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 Members who have general queries about the meeting should do so by calling Computershare Investor Services PLC on (or, if calling from outside the UK, on +44 (0) ). Calls from within the UK are charged at the local rate plus network extras, lines are open 9.00 a.m p.m., Monday to Friday. Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls made from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Computershare Investor Services PLC cannot provide investment advice, nor advise you on how to cast your vote on the Resolutions. 14. If a corporation is a member of the Company, it may by resolution of its directors or other governing body authorise one or more persons to act as its representative or representatives at the meeting and any such representative or representatives shall be entitled to exercise on behalf of the corporation all the powers that the corporation could exercise if it were an individual member of the Company. Corporate representatives should bring with them either an original or certified copy of the appropriate board resolution or an original letter confirming the appointment, provided it is on the corporation s letterhead and is signed by an authorised signatory and accompanied by evidence of the signatory s authority. 15. As at 2 June 2017 (being the latest practicable business day prior to the date of posting of this notice of General Meeting) the Company s issued Ordinary Share capital comprised 232,205,023 Ordinary Shares of 0.10 each and therefore the total voting rights in the Company as at that time were 232,205,023. 6

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