Notice of Annual General Meeting. GBGI Limited

Notice of Annual General Meeting GBGI Limited (a company incorporated in Guernsey with registration number 48728) Level 5, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 1EJ Tel: +44 (0) 1481 714704 Fax: +44 (0) 1481 714319 NOTICE IS HEREBY GIVEN that the 2018 Annual General Meeting ( AGM ) of GBGI Limited (the "Company") will be held at The Lennox Suite, The Duke Of Richmond Hotel, Cambridge Park, St Peter Port, Guernsey, GY1 1UY on Wednesday 13 June 2018 at 11:00 a.m. to consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 15 will be proposed as ordinary resolutions and resolutions 16 and 17 as special resolutions. The directors report and audited consolidated financial statements for the year ended 31 December 2017 (the "Financial Statements") are enclosed with this notice and published on www.gbg.com/investors ORDINARY RESOLUTIONS 1. To receive the Financial Statements for the year ended 31 December 2017. 2. THAT Mr Robert (Bob) Dubrish be re-elected as a director of the Company. 3. THAT Mr Eric Dickelman be re-elected as a director of the Company. 4. THAT Mr Andrew (Andy) Thorburn be re-elected as a director of the Company. 5. THAT Mr David Gibson be re-elected as a director of the Company. 6. THAT Mr Murray Wood be re-elected as a director of the Company. 7. THAT Mr William (Bill) Ward be re-elected as a director of the Company. 8. THAT Ms Anne Gunther be re-elected as director of the Company. 9. THAT Mr Douglas Trussler be re-elected as a director of the Company. 10. THAT, BDO USA, LLP who have indicated their willingness to continue in office, be reappointed as auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM of the Company. 11. THAT the directors be authorised to determine the remuneration of the auditors for their next period of office. 12. THAT the directors be authorised to exercise all powers of the Company: 12.1 to make market acquisitions of ordinary shares in the capital of the Company ( Ordinary Shares ) pursuant to section 315 of the Companies (Guernsey) Law, 2008, as amended (the Law ), provided that: 12.1.1 the maximum number of Ordinary Shares authorised to be acquired is 13,044,629 Ordinary Shares (representing approximately 15 per cent. of the Company s issued share capital of 86,964,195 Ordinary Shares); 12.1.2 the minimum price, exclusive of expenses connected with the acquisition, which may be paid for an Ordinary Share is US$.001; 12.1.3 the maximum price, exclusive of expenses connected with the acquisition, which may be paid for an Ordinary Share shall be the higher of: (i) an amount equal to 105 per cent. of the average middle market quotation for Ordinary Shares taken from the AIM Appendix of the London Stock Exchange Daily Official List for the five business days Page 1 of 6

immediately preceding the day on which such shares are contracted to be acquired; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the acquisition is carried out; 12.1.4 this authority shall expire on the earlier of 15 months from the passing of this Resolution and the conclusion of the next AGM of the Company following the passing of this Resolution (unless previously renewed, varied or revoked by the Company in general meeting) and the Company may, before such expiry, make a contract of acquisition which would, or might, be executed wholly or partly after such expiry, and the directors may make an acquisition pursuant to such contract of acquisition as if the authority conferred on them hereby had not expired; and 12.2 subject always to the provisions of the Law, to hold as treasury shares any Ordinary Shares acquired pursuant to the authority conferred by Resolution 12.1 above. 13. THAT, the authority granted by resolution passed by the members of the Company on 20 February 2017 that the directors be authorised to exercise all powers of the Company to issue, or grant rights to subscribe for or to convert any security into up to 2,328,900 Ordinary Shares (pursuant to Initial Option Awards as defined in the Company s Admission Document dated 20 February 2017 ( Admission Document )) be renewed, such authority to expire on the earlier of 15 months from the passing of this resolution and the conclusion of the next AGM of the Company following the passing of this resolution (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may, before such expiry, make an offer or agreement which would, or might, require the relevant securities to be issued after such expiry, and the directors may issue the securities pursuant to such offer or agreement as if the authority conferred on them hereby had not expired. 14. THAT, without prejudice to the authority in Resolution 13 above, in substitution for any equivalent authorities and powers granted to the directors prior to the passing of this Resolution, the directors be generally and unconditionally authorised to exercise all powers of the Company to issue Ordinary Shares, or grant rights to subscribe for or to convert any security into Ordinary Shares ( Rights ): 14.1 up to an aggregate nominal amount of US$ 28,988.06 (representing approximately one third of the issued share capital of the Company); and 14.2 up to an aggregate nominal amount of US$ 28,988.06 (representing approximately one third of the issued share capital of the Company), that amount to be reduced by the aggregate nominal amount of shares issued or Rights granted under Resolution 14.1, in connection with an offer by way of a rights issue: (i) (ii) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and to holders of other equity securities as required by the rights attaching to those securities, or subject to those rights, as the directors otherwise consider necessary, and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to expire on the earlier of 15 months from the passing of this Resolution and the conclusion of the next AGM of the Company following the passing of this Resolution (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may, before such expiry, make an offer or agreement which would, or might, require the relevant securities to be issued after such expiry, and the directors may issue the securities pursuant to such offer or agreement as if the authority conferred on them hereby had not expired. 15. THAT, in addition to the authorisations in Resolutions 13 and 14 above, in substitution for any Page 2 of 6

equivalent authorities and powers granted to the directors prior to the passing of this Resolution, the directors be generally and unconditionally authorised to exercise all powers of the Company to issue Ordinary Shares or grant Rights up to an amount of 10 per cent. of the issued share capital of the Company immediately following Admission (as defined in the Admission Document) in pursuance of a share incentive scheme adopted by the Company on or around the date of Admission, as such scheme may be amended from time to time. SPECIAL RESOLUTIONS 16. THAT, pursuant to article 5.13 of the Company s Articles of Incorporation ( Articles ) and in substitution for all existing powers, the directors be authorised to issue Ordinary Shares and/or grant Rights wholly for cash or otherwise pursuant to the authorities conferred on the directors pursuant to Resolutions 13, 14 and 15 above as if the pre-emption provisions contained in the Articles did not apply to the relevant issue of Ordinary Shares or grant of Rights, provided that this authority: 16.1 shall expire on the earlier of 15 months from the passing of this Resolution and the conclusion of the next AGM of the Company following the passing of this Resolution (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may, before such expiry, make an offer or agreement which would, or might, require the relevant securities to be issued after such expiry, and the directors may issue the securities pursuant to such offer or agreement as if the authority conferred on them hereby had not expired; and 16.2 shall be limited to any of the following circumstances: (i) (ii) (iii) (iv) the issue of securities in connection with a rights issue, open offer or pre-emptive offers to holders of Ordinary Shares on the register of members of the Company on a date fixed by the directors where the securities respectively attributable to the interests of all of those shareholders are in the same proportion (as nearly as practicable) to their existing holdings of such Ordinary Shares on a fixed record date, subject to such exclusions or other arrangements as the directors, in their absolute discretion, deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in connection with the laws of, or the requirements of any regulatory body or stock exchange in, any territory, or any other matter whatsoever; the issue (wholly for cash or otherwise) of up to an aggregate nominal amount of US$ 8,696.41 (representing approximately 10 per cent. of the issued share capital of the Company); the issue of Ordinary Shares pursuant to the exercise of Rights granted pursuant to Initial Option Awards (as defined in the Admission Document); and the issue of Ordinary Shares or grant of Rights in pursuance of a share incentive scheme pursuant to Resolution 15 above. 17. THAT the Articles be amended so as to be replaced in their entirety with the form contained in the printed document attached at Appendix 1 hereto, with effect on and from 1 July 2018. BY ORDER OF THE BOARD 19 April 2018 Level 5 Mill Court La Charroterie St Peter Port Guernsey Page 3 of 6

NOTES: Note from the Board: Members are requested to submit their votes in respect of all of the resolutions proposed in this Notice of AGM. It is the recommendation of the Board that members vote in favour of each resolution on the basis that the Board considers their passing to be in the best interests of the members as a whole. Each of the following directors is also a member of the Company, and each intends to vote in favour of all resolutions (other than the resolution in respect of his or her own re-election) proposed in this Notice of AGM: - William (Bill) Ward, Andrew (Andy) Thorburn, David Gibson, Douglas (Doug) Trussler The issued share capital of the Company as at the date of this notice is 86,964,195 Ordinary Shares. Proxies 1. A shareholder is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the AGM of the Company. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not also be a shareholder of the Company. 2. Shareholders may appoint a proxy online at www.signalshares.com (you will require your investor code which can be found on your share certificate), alternatively, shareholders will find enclosed a form of proxy for use in connection with the AGM (and any adjournment). The form of proxy should be completed in accordance with the instructions. To be valid, the form of proxy (together with the power of attorney or other authority, if any, under which it is executed or a notarially certified copy of such power or authority) must be deposited at the offices of the Company's registrar, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or vote online at www.signalshares.com and follow the instructions, by 11:00 a.m. on 11 June 2018 (or 48 hours (excluding non-working days) preceding the date and time for any adjourned meeting). A space has been included in the form of proxy to allow shareholders to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the form of proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should photocopy the form of proxy provided with this document indicating on each copy the name of the proxy you wish to appoint and the number of ordinary shares in the Company in respect of which the proxy is appointed. All forms of proxy should be returned together in the same envelope. In the case of joint holders, any one holder may vote. If more than one holder is present at the meeting, only the vote of the senior will be accepted, seniority being determined in the order in which the names appear on the register of shareholders of the Company. 3. To allow effective constitution of the meeting, if it is apparent to the Chairman that no shareholders will be present in person or by proxy, other than by proxy in the Chairman s favour, then the Chairman may appoint a substitute to act as proxy in his stead for any shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman. Corporate representatives 4. A corporate shareholder may by resolution of its board or other governing body, authorise such person or persons as it thinks fit to act as its representative at the AGM. Where a person is authorised to represent a corporate shareholder, he may be required to produce a certified copy of the resolution from which he derives his authority. Right to attend and vote 5. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations, 2009, to be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company by close of business on 11 June 2018 or, in the event of any adjournment, 48 hours before the time of the adjourned meeting. Changes to entries on the register of shareholders after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM. NOTE FOR CREST shareholders: Electronic proxy appointment through CREST 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. 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. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST proxy instruction) must be properly authenticated in accordance with Euroclear UK and Ireland s (EUI) specifications and must contain the information required for such instructions, as described in the Page 4 of 6

CREST manual which can be viewed at www.euroclear.com. The message, regardless of whether it constitutes the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company s agent, Link Asset Services (CREST Participant ID RA10) by 11:00 a.m. on 11 June 2018 (or 48 hours (excluding non-working days) preceding the date and time for any adjourned meeting). 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 Company s 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. 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 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) 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. Page 5 of 6

Page 6 of 6 APPENDIX 1 AMENDED ARTICLES OF INCORPORATION