Ibex Global : Notice of AGM 2016

IBEX GLOBAL SOLUTIONS PLC ("the Company") NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVENthat the annual general meeting of the Company will be held atMillbank Tower, 21-24 Millbank, 27thFloor, London SW1P 4QP on 1 December 2016 at 2 p.m. for the following purposes:

Ordinary Business

1. To receive and adopt the accounts for the year ended 30 June 2016, together with the Reports of the Directors and of the Auditors thereon.

2. To re-appoint Grant Thornton UK LLP as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

3. To authorise the Directors to determine the remuneration of the auditors of the Company.

4. To declare a final dividend for the year ended 30 June 2016 of 6.6 cents per ordinary share, to be paid on 1 March 2017 to members whose names appear on the register of members at the close of business on 28 February 2017.

5. To re-appoint Bob Dechant as a Director of the Company.

6. To re-appoint Karl Gabel as a Director of the Company.

7. To re-appoint Zia Chishti as Director of the Company.

8. To re-appoint Mohammed Khaishgi as Director of the Company.

9. To re-appoint Gerard Kleisterlee as Director of the Company.

10. To re-appoint Dr. Joel P. Wyler as Director of the Company.

11. To re-appoint John Leone as Director of the Company. To transact any other ordinary business of the Company. Special Business

As special business, to consider and if thought fit pass the following resolutions which will be proposed as to resolution 12 as an ordinary resolution and as to resolutions 13 and 14 as special resolutions:

12.(i) THAT, subject to and in accordance with Article 7 of the Articles of Association of the Company, the board be and it is hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (in substitution for any existing authority to allot shares) to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £[131,848] (being approximately [one third] of the current aggregate nominal ordinary share capital of the Company) provided that such authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the board may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired,

and further,

12.(ii) THAT, the board be and it is hereby generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (within the meaning of section 560 of the said Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount of £[131,848] (being approximately [one third] of the current aggregate nominal ordinary share capital of the Company) provided that this authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

1. THAT, subject to the passing of resolution 12 as set out in the notice of this meeting, and in accordance with Article 7 of the Articles of Association of the Company, the board be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the said Act) for cash pursuant to the general authority conferred by resolution 6 as set out in the notice of this meeting and be empowered pursuant to section 573 of the said Act to sell ordinary shares (as defined in section 560 of the said Act) held by the Company as treasury shares (as defined in section 724 of the said Act) for cash, as if section 561(1) of the said Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

2. in connection with or pursuant to an offer by way of rights, open offer or other pre- emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and

3. otherwise than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount of £[39,554] (being approximately [10] per cent of the current aggregate nominal ordinary share capital of the Company).

   and such power shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the board may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

4. THAT, the Company be generally and unconditionally authorised, pursuant to Article 9 of the Articles of Association of the Company and pursuant to section 701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of up to [3.955] million Ordinary Shares of 1p each in the capital of the Company (being approximately [10] per cent of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

6. the amount paid for each share (exclusive of expenses) shall not be more than the higher of (1) five per cent above the average market value for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and current independent bid as derived from the trading venue where the purchase was carried out or less than 1p per share; and

7. the authority herein contained shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2017 or on 1 December 2017, whichever is earlier, provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority conferred hereby had not expired.

Dated: 4 November 2016 BY ORDER OF THE BOARD

Deena Williamson

Company Secretary Registered Office: 3rd Floor

5 Lloyds Avenue London, EC3N 3AE

Notes:

1. Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies (who need not be a member of the Company) to attend and to vote instead of the member. Completion and return of a form of proxy will not preclude a member from attending and voting at the meeting in person, should he subsequently decide to do so.

2. In order to be valid, any form of proxy and power of attorney or other authority under which it is signed, or a notarially certified or office copy of such power or authority, must reach the Company's Registrars, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, not less than 48 hours before the time of the meeting or of any adjournment of the meeting.

3. The right of members to vote at the Annual General Meeting is determined by reference to the register of members. As permitted by Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders (including those who hold shares in uncertificated form) must be entered on the Company's share register at 2 p.m. on 29 November 2016 in order to be entitled to attend and vote at the Annual General Meeting. Such shareholders may only cast votes in respect of shares held at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.