XLMedia : 2021 Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek advice from your own stockbroker, bank manager, solicitor, accountant or other financial adviser authorised pursuant to the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your shares in XLMedia plc please send this document at once to the purchaser or the transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred part of your holding of shares in XLMedia plc, please retain this document and contact your stockbroker, bank or other agent as soon as possible.

XLMedia PLC

(a company incorporated under the Companies (Jersey) Law 1991, as amended,

and registered with number 114467)

Notice of 2021 Annual General Meeting

Notice of the Annual General Meeting of the Company to be held at 10:00 AM on 27 May 2021 at the Courtyard Suite, 21-25 Hart Street, Henley-on-Thames, RG9 2AR, United Kingdom is set out in this document. Due to the COVID-19 pandemic and as set out below, Shareholders (other than the two necessary to be present in person or by proxy to form a quorum) will not be able to attend and vote at the Annual General Meeting in person and therefore all Shareholders are strongly requested to submit a proxy which, to be valid, must be completed and submitted in one of the ways set out below so as to be received as soon as possible by the Company's registrar, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL but in any event so as to be received by Link Group by 10:00 AM on 25 May 2021.

You can submit your proxy electronically by accessing the shareholder portal at www.signalshares.com. Alternatively, you may request a hard copy form of proxy directly from the registrars, Link Asset Services on 0371 664 0300. Calls to Link Asset Services with respect to the proxy cost 12p per minute plus your phone company's access charge. 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.

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment thereof by utilising the procedures described in the CREST Manual. For further details, please see notes to the Notice of AGM in this document.

Arrangements for the 2021 Annual General Meeting in light of COVID-19.

In view of the COVID-19 pandemic and the Government's measures to restrict travel and public gatherings currently in force (the Movement Restrictions), including the prohibition on public gatherings of more than two people, the Board has decided that it is not possible to hold the Company's 2021 Annual General Meeting in its usual format. PLEASE REFER TO THE COMPANY'S COVID-19 MEASURES DETAILED IN THE LETTER FROM THE CHAIRMAN.

	Contents
	Page
Definitions	3
Letter from the Chairman	4
Documents available for inspection	8
Notice of Annual General Meeting	9

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Definitions

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

2021 AGM	means the annual meeting of the Company to be held at the
	Courtyard Suite, 21-25 Hart Street, Henley-on-Thames, RG9 2AR,
	United Kingdom at 10:00 AM on 27 May 2021 and any
	adjournment(s) thereof
2022 AGM	means the annual general meeting of the Company to be held in
	2022
Annual General Meeting or	means an annual general meeting of the Company
AGM
Annual Report	means XLMedia's annual report for the year ended 31 December
	2020
Articles	means the articles of association of the Company from time to
	time
Board	means XLMedia's board of directors
Chairman's Letter	means the letter from the Chairman set out in this document
Company or XLMedia	means XLMedia plc of 12 Castle Street, St Helier,
	Jersey, JE2 3RT Channel Islands
CREST	means the relevant system (as defined in the CREST Regulations)
	in respect of which Euroclear is the Operator (as defined in the
	CREST Regulations)
CREST Manual	means the document entitled the 'CREST Manual' issued by
	Euroclear
CREST Regulations	means the Uncertificated Securities Regulations 2001 (as
	applicable) or the Companies (Uncertificated Securities)
	(Jersey) Order 1999 (as applicable), as amended from time to
	time
Directors	means the directors of XLMedia as at the date of this document
equity securities	has the meaning given to it in the Articles
Euroclear	means Euroclear UK and Ireland Limited
Form of Proxy	means a form of proxy to be used at the 2021 AGM
Group	XLMedia and its subsidiaries
Jersey Companies Law	means the Companies (Jersey) Law 1991, as amended
Latest Practicable Date	means the close of business on 5 May 2021, being the latest
	practicable date prior to the publication of this document
Link Group	means Link Group, 10th Floor, Central Square, 29 Wellington
	Street, Leeds, LS1 4DL
Notice of AGM	means the notice of AGM set out at the end of this document
Ordinary Shares	means ordinary shares of US$0.000001 each in the capital of
	XLMedia
relevant securities	has the meaning given to it in the Articles
Shareholders	means holders of Ordinary Shares

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Letter from the Chairman

Directors	Registered Office
Christopher Bell, Independent Non-Executive Chairman	12 Castle Street
Stuart Simms, Chief Executive Officer and Director	St Helier
Iain Balchin, Chief Financial Officer and Director	Jersey
Richard Rosenberg, Independent Non-Executive Director	JE2 3RT
Jonas Mårtensson, Independent Non-Executive Director	Channel Islands
Ory Weihs, Non-Executive Director
	6 May 2021
Dear Shareholder
Notice of AGM

I am pleased to send you details of the 2021 AGM of XLMedia which we will be holding on 27 May 2021 at the Courtyard Suite, 21-25 Hart Street, Henley-on-Thames, RG9 2AR, United Kingdom. The meeting will start at 10:00 AM and the formal Notice of AGM is set out on page 9.

If you would like to vote on the resolutions please complete a Form of Proxy and return it to our registrars, Link Asset Services, as soon as possible. They must receive it by 10:00 AM on 25 May 2021. You can submit your proxy electronically by accessing the shareholder portal at www.signalshares.com or you may request a hard copy form of proxy directly from the registrars, Link Group on 0371 664 0300. Calls to Link Group with respect to the proxy cost 12p per minute plus your phone company's access charge. 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. Alternatively, you may appoint a proxy for the AGM through the CREST system. Further details relating to voting by proxy are set out in the notes to the Notice of AGM.

COVID-19 Measures

It is noted that the Government's measures to restrict travel and public gatherings currently in force include a prohibition against public gatherings of more than two people (the Movement Restrictions). In compliance with the Movement Restrictions, the 2021 AGM will be restricted to two attendees (including the chairman of the meeting), both of whom will be Shareholders or a proxy for a Shareholder or Shareholders for the purposes of forming a quorum and in attendance at a gathering that is "essential for work purposes". All other Directors of the Company and professional advisors will not attend the AGM in person.

I, or anyone else acting as chairman of the meeting, have the power in law and under the Company's articles of association to secure the safety of the people attending the 2021 AGM. Therefore, any Shareholder who seeks to attend the AGM may be refused entry and I, or anyone else acting as chairman of the meeting, may adjourn the meeting because the attendance of any additional Shareholder above the number necessary to form a quorum would be unlawful under the Movement Restrictions. Equally, even if the Movement Restrictions are relaxed, the safety of the people attending the AGM is paramount and, if necessary, the Company may restrict attendance to safeguard the health of attendees.

Please note that the 2021 AGM will be restricted to its formal business only. Therefore, there will be no corporate presentation, Q&A or refreshments.

We will continue to monitor the fast-changing government guidance and provide any appropriate updates via the Regulatory News Service and our website (www.xlmedia.com). We anticipate that new laws may be passed to give the Company greater flexibility in the organization of the 2021 AGM to comply with the Movement Restrictions. It is currently the Company's intention to use the full extent of any such laws to safeguard the health and safety of our stakeholders.

Shareholders are strongly encouraged to exercise their vote on the matters of business at the 2021 AGM by submitting a proxy appointment and giving voting instructions as set out on pages 9-12. At

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the 2021 AGM, resolutions will be put to vote on a poll, rather than a show of hands. This will result in a more accurate reflection of the views of Shareholders and ensure that your proxy votes are recognised.

If the Movement Restrictions continue to remain in force at the date of the 2021 AGM, Shareholders are invited to submit to me or the Company Secretary any questions they would otherwise have asked at the 2021 AGM through a facility on our website (www.xlmedia.com) or by emailing our investor relations mailbox at [e-mail]. Such questions will be considered by the Board. The Company will respond to any relevant questions that are received, and may also, if the Board so determines, and subject to any regulatory restrictions, publish on our website a summary of responses to questions received.

Explanation of the business we will consider at the AGM

The Notice of AGM contains certain items of business which are of a technical nature and are therefore explained below.

Resolution 1

Directors' reports and accounts

The Directors are required to present to the 2021 AGM the Company's accounts for the year ended 31 December 2020 and the reports of the Directors and auditors on those accounts. These are all contained in the Annual Report.

Resolution 2

Re-Appointment of a Director

The Articles provide that any director who has been appointed by the board since the previous annual general meeting shall retire but may offer himself for re-appointment by Shareholders at the next annual general meeting. Mr. Iain Balchin was appointed as a director of the Company on 1 July 2020 and shall accordingly retire at the AGM but shall offer himself for re-appointment by Shareholders.

Resolution 3

Re-Appointment of a Director

The Articles provide that any director who held office at the time of the two preceding annual general meetings and who did not retire at either of them shall retire but may offer himself for reappointment by Shareholders at the next annual general meeting. Mr. Jonas Mårtensson shall accordingly retire at the AGM but shall offer himself for reappointment by Shareholders.

Resolution 4

Re-Appointment of a Director

The Articles provide that any director who has held office for nine or more consecutive years shall retire but may offer himself for reappointment by Shareholders at the next annual general meeting. Mr. Ory Weihs, non-executive director, shall accordingly retire at the AGM but shall offer himself for re-appointment by Shareholders.

Resolutions 5 and 6

Reappointment and remuneration of auditor

These resolutions propose the re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the auditor to the Company until the conclusion of the 2022 AGM and authorises the Directors to determine their remuneration.

Resolution 7

Authority to issue shares

The Company requires the flexibility to issue or grant options over or otherwise dispose of relevant securities of the Company from time to time. In accordance with Article 2.3 of the Articles, the Board has an existing authority which will expire on 27 November 2021 or the conclusion of the 2021 AGM, whichever is earlier. To maintain this flexibility, it is therefore proposed to grant the

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