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URA Holdings plc

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of URA Holdings plc, a company incorporated in England and Wales under the Companies Act 1985 with Registered Number 5329401 (the Company) will be held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR on 29 June 2022 at 11 a.m. for the transaction of the following business:

ORDINARY BUSINESS

1.      To receive the report of the directors and the financial statements of the Company for the year ended 31^st December 2021.

2.      To approve the Directors' Remuneration Policy, as set out on pages 15 to 18 of the 2022 Annual Financial Report, which takes effect immediately after the end of the AGM.

3.      To approve the remuneration report set out on pages 13 to 14 of the annual report for the year ended 31^st December 2021.

4.      To re-elect, as a director of the Company, Sam Mulligan, who retires in accordance with Article 83 of the Company's Articles of Association and offers himself for re-election.

5.      To re-elect, as a director of the Company, Edward Nealon, who retires in accordance with Article 83 of the Company's Articles of Association and offers himself for re-election.

6.      To re-elect, as a director of the Company, Bernard Olivier, who retires in accordance with Article 83 of the Company's Articles of Association and offers himself for re-election.

7.      To re-elect, as a director of the Company, Peter Redmond, who retires in accordance with Article 83 of the Company's Articles of Association and offers himself for re-election.

8.      To re-elect, as a director of the Company, John Treacy, who retires in accordance with Article 83 of the Company's Articles of Association and offers himself for re-election.

9.      To re-appoint Bright Grahame Murray as auditors of the Company.

10.   To authorise the directors to determine the auditor's remuneration.

SPECIAL BUSINESS

To consider, and if thought fit, to pass the following resolutions, of which resolution 11 will be proposed as an Ordinary Resolution and resolutions 12 and 13 as Special Resolutions:

11.   THAT the directors be and they are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 ("the Act"), in substitution for all previous and existing powers granted to them, to exercise all the powers of the Company to allot and make offers to allot relevant securities (within the meaning of the Act) or grant rights to subscribe for or convert any securities into shares in the Company ("Rights") up to an aggregate nominal amount of £9,456.37 representing the aggregate nominal value of two thirds of the Ordinary Shares, provided that in relation to any allotment of relevant securities in excess of £4,728 representing the aggregate nominal value of one third of the Ordinary Shares, such authority shall, unless previously revoked or varied by the Company in general meeting, expire on the conclusion of the next Annual General Meeting of the Company to be held in 2023 or 15 months after the passing of this resolution, whichever is the earlier, provided that the Company may, at any time before such expiry,  make an offer or enter into an agreement which would or might require relevant securities to be allotted or Rights granted after such expiry and the directors may allot relevant securities pursuant to any such offer or agreement as if the authority conferred hereby had not expired.

12.   THAT conditional on the passing of resolution 11 above, the directors be and they are hereby empowered pursuant to Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred by resolution 11 above as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:-

(a)   the allotment of equity securities in connection with an issue in favour of shareholders where the equity securities respectively attributable to the interests of all such shareholders are proportionate (or as nearly as may be practicable) to the respective number of Ordinary Shares in the capital of the Company held by them on the record date for such allotment, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange, in any territory; and

(b)   the allotment of equity securities arising from the conversion of any other convertible securities outstanding at the date of this resolution; and

(c)   the allotment (otherwise than pursuant to sub-paragraph (a) above) of further equity securities up to an aggregate nominal amount of £1,418.46;

provided that this power shall, unless previously revoked or varied by special resolution of the Company in general meeting, expire at the conclusion of the next Annual General Meeting of the Company to be held in 2023 or 15 months after the passing of this resolution, whichever occurs first.  The Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the directors are hereby empowered to allot equity securities in pursuance of such offers or agreements as if the power conferred hereby had not expired.

13.   That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.