Primorus Investments PLC

Notice of General Meeting - 8 September 2021

Primorus Investments PLC (the "Company"), the AIM listed investment company, announces that it is holding a General Meeting at 160 London Road, Sevenoaks, Kent TN13 1BT at 9:00 a.m on 8 September 2021 (the "General Meeting"). The business of the General Meeting will be to consider and, if thought fit, pass special resolutions to:

1.   authorise the directors to take the necessary legal action to cancel certain of its issued share capital - namely: its deferred shares of 45p each, its A deferred shares of 4p each and its B deferred shares of 0.99p each (together, the "Deferred Shares") - and to cancel the Company's share premium account; and

2.   adopt new articles of association (the "New Articles").

A shareholder circular, containing a notice convening the General Meeting, will be posted to shareholders today (the "Circular"). A copy of the Circular is available on the Company's website at www.primorusinvestments.com/about/corporate-documents/.

Capital Reduction

The Company currently has negative distributable reserves of approximately £41,901,000. The Company requires distributable reserves to, amongst other items, make distributions or pay dividends to shareholders. The Company is therefore unable at present to make distributions or pay dividends. The Directors are proposing to cancel the Deferred Shares and the Company's share premium account (together, the "Capital Reduction") in order (1) to eliminate the current negative distributable reserves balance and (2) to create distributable reserves.

If the Capital Reduction becomes effective, the Company would expect to have distributable reserves of approximately £8,507,000. Under the Companies Act 2006 (the "CA 2006"), the share premium account is treated as if it were part of the share capital of the Company and is not available for distribution to shareholders.

If the Capital Reduction becomes effective, it will create distributable reserves that are available for distribution to shareholders. This will be achieved by the cancellation of the Deferred Shares and the share premium account as part of a Court-sanctioned reduction in capital.

This resolution, which will be proposed as a special resolution, provides the requisite authority under the CA 2006 for the Capital Reduction.

The rationale for the Capital Reduction is to provide the Company with the ability to pay dividends in the future or purchase its own shares.

Shareholders should note that the Capital Reduction itself will not involve any return of capital to shareholders or any reduction of the Company's net assets. In seeking approval of the Capital Reduction, the Company is not indicating any commitment, and has no current intention, to declare dividends or to purchase its own shares, but considers that the Capital Reduction would position it more favourably to do so, as applicable, in the future.  The Capital Reduction will not change the number of ordinary shares in issue or the paid-up share capital of the Company or change any rights attaching to the ordinary shares.

The Capital Reduction is conditional upon: (i) the passing of this resolution as a special resolution (which requires a majority in favour of at least 75% of those shareholders voting in favour of the resolution) (the "Capital Reduction Resolution"); (ii) the approval of the High Court of England and Wales (the "Court"); (iii) the registration of the Court's order confirming the Capital Reduction by the Registrar of Companies; and (iv) it not otherwise being prohibited under applicable law or regulation.

Before giving its confirmation, the Court will need to be satisfied that the Capital Reduction does not put any of the Company's creditors at risk of not being paid when due. The Court shall determine whether any protection is required for the creditors and, if so, what form it should take. If required to do so, the Company will put in place such form of creditor protection as the Court determines and which is acceptable to the Company.

If the Capital Reduction Resolution is passed, the Company intends to take the necessary steps to effect the Capital Reduction in September and October 2021 (subject to available Court dates). Please note that there are circumstances in which the Directors might decide not to proceed with the Capital Reduction, including the Court imposing conditions on its confirmation which are not satisfactory to the Company, and as such the Directors reserve the right not to proceed with the Capital Reduction at their sole discretion.

If the Capital Reduction becomes effective and the Deferred Shares are cancelled, the issued share capital of the Company will be comprised of 139,830,968 ordinary shares of 0.2 pence each.

New Articles

The Directors are proposing that the Company adopt the New Articles in place of its current articles of association (which were last updated in 2013 (and are in the Company's former name Stellar Resources PLC)) to reflect changes in company law and market practice in this time.

The principal changes in the New Articles are:

·    Articles 48 and 49 provide that the Company may hold 'hybrid' general meetings (including annual general meetings) so that members can participate in the meeting at a physical venue or via an electronic facility. This will allow the Company to take advantage of technological advances and evolving best practice, while also considering investor sentiment. In line with the views expressed by the Investment Association and other investor bodies the changes will not permit meetings to be held solely by electronic means, so a physical meeting will still be required;

·    Under the CA 2006 (as amended by the Companies (Shareholders' Rights) Regulations 2009), a proxy is required to vote in accordance with the instructions given to them by the member who appointed them. Article [69.2] clarifies that the Company is not obliged to check whether a proxy has voted in accordance with the instructions given to them;

·    The provisions in the New Articles (from article [138] onwards) dealing with the service of notices by and on the Company have been updated to reflect changes in technology over the last 12 years and the greater use of electronic communication, while retaining appropriate provisions relating to traditional forms of communication, such as postal services; and

·    As it is proposed to adopt the New Articles to make the changes noted above, the opportunity has been taken to tidy up and simplify the articles as well. Such changes include the use of more straightforward language where possible without changing the meaning (including making the language gender neutral) and removing articles which duplicate provisions in legislation.

Further details of the main changes proposed in the New Articles are contained in Appendix II to the Circular and a copy of the New Articles and a copy of the current articles of association will be available for inspection on the Company's website at www.primorusinvestments.com/about/corporate-documents/.

For further information, please contact:

Primorus Investments plc                                                        +44 (0)20 8154 7909

Matthew Beardmore, Chief Executive Officer

Nominated Adviser and Broker

Cairn Financial Advisers LLP                                                        +44 (0)20 7213 0880

Sandy Jamieson / James Caithie