01

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
It contains the resolutions to be voted on at the Annual General Meeting of Keywords Studios plc (the “Company”) to be held at 09.00
a.m. on Friday, 24 May 2024 (the “AGM”). If you are in any doubt as to the action you should take, you are recommended to seek yourown personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who
is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere,
another appropriately authorised financial adviser.
If you have sold or otherwise transferred all your shares in the Company, please forward this document and the Form of Proxy for use
in relation to the AGM as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom
the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some ofyour shares in the Company, you should consult with the stockbroker, bank or other agent through whom the sale or transfer
was effected.

Keywords Studios plc(Incorporated and registered in England and Wales with no. 08548351)

Notice of 2024 AGM
The AGM starts at 9.00 a.m. on Friday, 24 May 2024.
We are pleased to invite shareholders to attend this year's AGM in person at:
the offices of MHP Group Limited at 60 Great Portland Street, London W1W 7RT, United Kingdom
Shareholder registration will be available from 8.30 a.m. Any shareholder who is entitled to attend and vote at the AGM as set out in note 1of the attached explanatory notes is entitled to appoint one or more proxies to attend, speak and, on a poll, vote at the AGM on their behalf.
A proxy need not be a shareholder.
Please see the attached explanatory notes for further details on the resolutions to be proposed at the AGM, details of the entitlement ofshareholders to attend and vote (in person or by proxy) at the meeting and the procedures with which they must comply in order to do so.

Action to be taken
Please check that you have received the following with this document:••a Form of Proxy for use in relation to the AGM; anda reply-paid envelope for use in connection with the return of the Form of Proxy (in the UK only).

The Form of Proxy for use in connection with the AGM is enclosed with this document and should be returned during normal business hours
to the offices of the Company’s Registrars, Link Group, 29 Wellington Street, Leeds LS1 4DL as soon as possible and by no later than
9.00 a.m. on 22 May 2024 or, in the case of an adjournment of the AGM, not later than 48 hours before the time fixed for the holding of the
adjourned meeting (excluding any part of a day that is not a business day).
The completion and depositing of a Form of Proxy will not preclude a shareholder from attending and voting in person at the AGM.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may use this service
and should follow the relevant instructions set out in the notes to the notice of the AGM on pages 6 to 8 of this document.

Keywords Studios PLC

Notice of Annual General Meeting 2024

02

Notice of 2024 AGM

NOTICE IS HEREBY GIVEN that the AGM of Keywords Studios
plc (the "Company") will be held at the offices of MHP Group
Limited at 60 Great Portland Street, London W1W 7RT, United
Kingdom at 09.00 a.m. on Friday, 24 May 2024, for thetransaction of the following business:

Resolution 10

Ordinary resolutions

Resolution 12

Shareholders are asked to consider and, if thought fit, to pass
Resolutions 1 to 15 (inclusive) as ordinary resolutions of
the Company:

Resolution 1
To receive, consider and approve the Annual Report andAccounts of the Company for the financial year ended
31 December 2023, together with the Directors’ Report
and the Auditor’s Report.

Resolution 2
To approve the Directors’ Remuneration Report, in the form set
out in the Company’s Annual Report and Accounts, for thefinancial year ended 31 December 2023.

Resolution 3
That a final dividend for the year ended 31 December 2023
of 1.76 pence per ordinary share of one pence each in thecapital of the Company payable on 28 June 2024 toshareholders who are on the register of members of theCompany on 24 May 2024 be declared.

Resolution 4
To elect Rob Kingston as a Director of the Company.

Resolution 5
To re-elect Bertrand Bodson as a Director of the Company.

Resolution 6
To re-elect Georges Fornay as a Director of the Company.

Resolution 7
To re-elect Charlotta Ginman as a Director of the Company.

Resolution 8
To re-elect Jon Hauck as a Director of the Company.

Resolution 9
To re-elect Don Robert as a Director of the Company.

Keywords Studios PLC

To re-elect Marion Sears as a Director of the Company.

Resolution 11
To re-elect Neil Thompson as a Director of the Company.

To re-appoint BDO LLP as Auditor of the Company to hold officefrom the conclusion of the AGM until the conclusion of the next
general meeting before which the accounts of the Company
are laid.

Resolution 13
To authorise the Directors of the Company to determine the
Auditor’s remuneration for the ensuing year.

Resolution 14
That, in substitution for any equivalent authorities and powers
granted to the Directors prior to the passing of this Resolution to
the extent not utilised at the date this Resolution is passed andwithout prejudice to any allotment of shares or grant of rights
already made, offered or agreed to be made pursuant to such
authorities, the Directors be and are generally and unconditionallyauthorised pursuant to section 551 of the Companies Act 2006 (the"Act"), to exercise all powers of the Company to allot shares in the
Company, and grant rights to subscribe for or to convert any
security into shares of the Company (such shares, and rights to
subscribe for or to convert any security into shares of theCompany being “relevant securities”):(a) up to an aggregate nominal amount of £39,716.31 in respect of
the Company’s incentive schemes in place from time to time;and(b) otherwise than pursuant to paragraph (a) above, up to an
aggregate nominal amount of £264,775.40,
provided that, unless previously revoked, varied or extended, thisauthority shall expire on the earlier of the close of business on 24
August 2025 or the conclusion of the AGM of the Company to beheld in 2025, except that the Company may at any time before
such expiry make an offer or agreement which would or might
require relevant securities to be allotted after such expiry and the
Directors may allot relevant securities in pursuance of such anoffer or agreement as if this authority had not expired.

Resolution 15
That the cap on the aggregate fees (excluding executive
remuneration) payable to the Directors, as set out in article 90 of
the articles of association of the Company, be and is hereby
increased to £1,000,000.

Notice of Annual General Meeting 2024

03Special resolutions

Resolution 18

Shareholders are asked to consider and, if thought fit, to pass
Resolutions 16 to 18 (inclusive) as special resolutions of theCompany:

To authorise the Company, for the purposes of Section 701 of theAct, to make market purchases (as defined in Section 693 of theAct) of ordinary shares in the capital of the Company provided that:

Resolution 16

a. the maximum aggregate number of ordinary shares which may
be purchased is 7,943,262;

Subject to the passing of Resolution 14, the Board be authorised toallot equity securities (as defined in the Act) for cash under theauthority given by that resolution and/or sell ordinary shares heldby the Company as treasury shares for cash as if section 561 of the
Act did not apply to any such allotment or sale, such authority to
be limited:(a) to the allotment of equity securities in connection with an offer
to ordinary shareholders in proportion (as nearly as may bepracticable) to their existing holdings but 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 thelaws of, any territory or any other matter; and(b) to the allotment of equity securities (otherwise than under
sub-paragraph (a) above) up to an aggregate nominal amountof £79,432.62,
such authority to expire at the end of the next AGM of theCompany (or, if earlier, at the close of business on 24 August 2025)
but, in each case, prior to its expiry the Company may make offers,
and enter into agreements, which would, or might, require equity
securities to be allotted (and treasury shares to be sold) after theauthority expires and the Board may allot equity securities (and selltreasury shares) under any such offer or agreement as if theauthority had not expired.

Resolution 17
Subject to the passing of Resolution 14, the Board be authorised (inaddition to any authority granted under Resolution 16) to allot
equity securities for cash under the authority given by Resolution
14 and/or sell ordinary shares held by the Company as treasury
shares for cash as if section 561 of the Act did not apply to any
such allotment or sale, such authority to be:(a) limited to the allotment of equity securities or sale of treasury
shares up to a nominal amount of £79,432.62; and(b) used only for the purposes of financing (or refinancing, if theauthority is to be used within 12 months after the originaltransaction) a transaction which the Board determines to be an
acquisition or other capital investment of a kind contemplatedby the Statement of Principles on Disapplying Pre- Emption
Rights most recently published by the Pre-Emption Group prior
to the date of this notice,b. the minimum price which may be paid for each ordinary shareis one pence;c. the maximum price (excluding expenses) which may be paid forany ordinary share does not exceed the higher of:(i)

5 per cent above the average closing price of such shareson the London Stock Exchange Daily Official List for thefive business days prior to the date of purchase; and(ii) the higher of the price of the last independent trade andthe highest current independent bid on the trading venues
where the purchase is carried out.
This authority will expire at the earlier of the end of the next AGM
of the Company or at the close of business on 24 August 2025,
unless the authority is renewed before then (except in relation to apurchase of ordinary shares where the contract was concluded
before the expiry of the authority but which might be executed
wholly or partly after that expiry).

By order of the Board

Andrew Kennedy
General Counsel and Company Secretary
Keywords Studios plc
22 April 2024

Registered office:4th Floor, 110 High Holborn,
London, WC1V 6JS, England
Registered in England and Wales
No. 08548351

such authority will expire at the end of the next AGM of theCompany (or, if earlier, at the close of business on 24 August 2025)
but, in each case, prior to its expiry the Company may make offers,
and enter into agreements, which would, or might, require equity
securities to be allotted (and treasury shares to be sold) after theauthority expires and the Board may allot equity securities (and selltreasury shares) under any such offer or agreement as if theauthority had not expired.

Keywords Studios PLC

Notice of Annual General Meeting 2024

04

Explanatory notes

Annual Report and Accounts (Resolution 1)
The Directors are required by the Companies Act 2006 (the “Act”)
to lay before the Company at this AGM the Annual Report andAccounts of the Company for the financial year ended 31
December 2023, the Directors’ Report and the Auditor's Report.

were unable to attend Board and/or Committee meetings, and theNominations Committee was satisfied that non-attendance on
those occasions was exceptional and the Directors had theopportunity to provide any comments to the relevant chair tocontribute to discussions.

Directors’ Remuneration Report (Resolution 2)

The Board comprises a mix of relevant skills, knowledge andexperience relating to our strategic objectives.

The Directors’ Remuneration Report is set out on pages 75 to 89 of
the 2023 Annual Report and Accounts and contains details of
Directors’ remuneration for the financial year ended 31 December
2023.
Resolution 2 is the ordinary resolution to approve the Directors’
Remuneration Report. The vote of this resolution is advisory, andno Director’s remuneration is conditional upon the passing of thisresolution.

Final Dividend (Resolution 3)
A final dividend can only be paid after the shareholders at a
general meeting have approved it. A final dividend for the financial
year ended 31 December 2023 of 1.76 pence per ordinary share of
one pence each in the capital of the Company is recommended
by the Directors for payment to shareholders who are on the
Company’s register at the close of business on 24 May 2024.
If approved, the date of payment of the final dividend will be
28 June 2024.

Election and re-election of Directors (Resolutions 4
to 11)The Company’s articles of association require that members of theBoard retire by rotation and stand for re-election by shareholders
if they wish to continue to serve as Directors of the Company. At
each AGM one third of the Directors who are subject to retirementby rotation or, if their number is not three nor a multiple of three,
the number nearest to one third, shall retire from office.
Notwithstanding this requirement, the Directors have determinedthat each of them will stand for re-election on an annual basis inaccordance with best practice.
Accordingly, the Directors retiring and, being eligible, offering
themselves for re-election at this AGM are: Bertrand Bodson,
Georges Fornay, Charlotta Ginman, Jon Hauck, Don Robert, Marion
Sears and Neil Thompson.
Rob Kingston was appointed as a director by the Board on 1 July
2023, and is standing for election at this AGM for the first time.
Biographical details for the Directors are set out on pages 68 to 69
of the Company’s 2023 Annual Report and Accounts, on the
Company’s website and in Annex A to this Notice of AGM.
Following the outcome of the 2023 Board performance review, theBoard, on the recommendation of the Nominations Committee,
concluded that each Director continues to make a valuable
contribution to Board meetings and to the meetings of theCommittees on which they sit, and the Board as a whole effectively
works together to contribute to the Company’s long-term success.
This was demonstrated by full attendance at meetings by the
majority of Directors, as well as additional time spent on the CFO
search and induction and events where Directors were able toengage face-to-face with senior managers from across thebusiness. On one occasion each, Marion Sears and Neil Thompson

Keywords Studios PLC

Having reviewed the external commitments of each Director, theBoard is satisfied that each Director has sufficient time to devote
to the Company. As three of Charlotta’s roles are with investmentcompanies that require less time to be dedicated throughout theyear, and the rest are AIM listed entities with less regulatory burden
than a company listed on the main market, Charlotta has sufficient
time to devote to each of her roles.
The Board recommends the election and re-election of each ofthese Directors.

Re-Appointment of Auditor (Resolution 12)
The Company is required to appoint an Auditor at each general
meeting at which Accounts are laid before the Company, to holdoffice until the next such meeting.
Resolution 12 proposes the re- appointment of BDO LLP as theCompany’s Auditor. Consequently, the Audit Committee hasrecommended, and the Board has approved, the resolution to
re-appoint BDO LLP as Auditor of the Company.

Remuneration of Auditor (Resolution 13)
Resolution 13 authorises the Directors to determine the Auditor’s
remuneration for the ensuing year.

Authority to allot ordinary shares (Resolution 14)
Under section 551 of the Act, Directors require shareholders’authority for the allotment of shares. Shareholders last grantedsuch authority to the Directors at the Company’s last Annual
General Meeting on 26 May 2023. Such authority will expire at theend of this AGM and Resolution 14 seeks to renew it. This authority
will expire on the earlier of 15 months after the passing of theresolution or on the conclusion of the AGM of the Company to beheld in 2025.
If passed, Resolution 14 would give the Directors authority to allot
shares or grant rights to subscribe for, or convert any security into,shares in the Company up to an aggregate nominal value of£304,491.71 representing: (a) up to 3,971,631 ordinary shares to beissued in respect of the Company’s incentive schemes in placefrom time to time; and (b) otherwise, up to 26,477,540 ordinary
shares to be issued (being approximately 38.3 per cent. inaggregate (5 per cent. and 33.3 per cent. respectively) of theCompany’s existing issued share capital (excluding shares held intreasury) and calculated as at 28 March 2024 (being the latest
practicable date prior to publication of this Notice of AGM)).
It is considered prudent to maintain the flexibility that this authority
provides so that the Company can more readily take advantage ofpossible opportunities should they arise.

Increase in Director fee cap (Resolution 15)
Article 90 of the Company’s articles of association provides thatthe basic fees payable to the Directors are subject to a maximum
aggregate annual fee of £800,000 (increased from £500,000 by aresolution passed at the Company’s last Annual General Meeting

Notice of Annual General Meeting 2024

05

on 26 May 2023) or as otherwise approved by ordinary resolution.
Such fees are only paid to the Chair and the Non-Executive
Directors as the executive Directors receive salaries and otherbenefits via their service contracts which do not fall within thislimit.
Resolution 15 proposes an ordinary resolution to increase theannual fee payable to the Chair and the Non-Executive Directors to£1,000,000, providing sufficient headroom for the Company toappoint additional Non- Executive Directors to ensure adequate
succession planning is in place for the Board to continue tooperate effectively. The Board is satisfied that this new aggregate
limit is in keeping with current market practice.

Authority to allot ordinary shares for cash on a nonpre-emptive basis (Resolutions 16 and 17)
Under section 561 of the Act, save in certain limited circumstances(including the allotment of shares under an employee sharescheme), if the Directors wish to allot any ordinary shares for cash
they must in the first instance offer them to existing ordinary
shareholders in proportion to their ordinary shareholding. Theremay be occasions, however, when the Directors will need theflexibility to finance business opportunities by the issue of ordinary
shares without a pre-emptive offer to existing ordinary
shareholders. Shareholders last granted authority to the Directors
to disapply pre-emptive rights at the Company’s AGM on 26 May
2023. Such authority will expire at the end of this AGM. In
accordance with the Pre-Emption Group’s Statement of Principles
2022 on Disapplying Pre-Emption Rights (“Statement of Principles
2022”), the Directors are seeking authority to disapply pre-emption
rights in two separate special resolutions.
Resolution 16 authorises the Directors to allot equity securities forcash without first offering them to existing shareholders inproportion to their existing holdings. In certain circumstances, it
may be in the best interests of the Company to allot shares (or to
grant rights over shares) for cash or to sell treasury shares for cashwithout first offering them to existing shareholders in proportion
to their holdings. However, the authority granted by Resolution 16
would be limited to allotments of shares for cash or sales oftreasury shares for cash:(i)by way of a pre-emptive offer in favour of existing shareholders
in proportion to their shareholdings (such as a rights issue); and(ii) up to an aggregate nominal amount of £79,432.62(representing 7,943,262 ordinary shares) being approximately
ten per cent of the issued share capital of the Company as at
28 March 2024, being the latest practicable date prior to the
publication of this Notice of AGM.

by law) in advance of the Directors exercising their authority undereither Resolution 16 and/or Resolution 17 to issue shares, except inconnection with routine allotments under employee
share schemes.
The Directors have no present intention of exercising either of theauthorities granted by Resolutions 16 or 17 but they consider their
grants to be appropriate in order to preserve maximum flexibility inthe future. Both authorities will expire on the earlier of either theconclusion of the AGM of the Company in 2025 or the close ofbusiness on 24 August 2025.
As at 28 March 2024, being the latest practicable date prior to the
publication of this Notice of AGM, the Company did not hold any
shares in treasury.

Share buyback (Resolution 18)
Resolution 18 grants authority to the Company to purchase up to
7,943,262 ordinary shares until the earlier of 15 months after thepassing of the resolution or on the conclusion of the AGM of theCompany to be held in 2025. This represents ten per cent of theordinary shares in issue as at 28 March 2024 (being the latest
practicable date prior to the publication of this Notice of AGM). The
Company’s exercise of this authority is subject to the upper andlower limits on the price payable set out in the Resolution.
Under UK company law, the Company can:–hold the shares it has repurchased as treasury shares andresell them for cash or cancel them, either immediately or in
the future; or–

use them for the purposes of its employee share schemes.

If Resolution 18 is approved, the Board will use this authority only
after careful consideration, taking into account:–market conditions at the relevant time;–other investment opportunities;–

appropriate gearing levels;–

the overall position of the Company;–

the effect on earnings per share (excluding items not related tounderlying business performance); and–the overall benefit for shareholders.

The Directors consider that it would be prudent to be able to act at
short notice in making such purchases if it will be likely to promote
the success of the Company for the benefit of shareholders.

Resolution 17 seeks additional authority for the Directors to allot
shares (or sell any shares which the Company may purchase andelect to hold as treasury shares) for cash without first offering
them to existing shareholders in proportion to their existing
shareholdings up to an additional ten per cent of the issued
ordinary share capital in connection with an acquisition or
specified capital investment in line with the Statement of
Principles 2022.
In respect of Resolutions 16 and 17, the Directors confirm theirintention to follow the provisions of the Statement of Principles
2022, wherever practicable, and to consult with major
shareholders (to the extent reasonably practicable and permitted

Keywords Studios PLC

Notice of Annual General Meeting 2024

06

Notes

Recommendation

forms, please contact the Company’s Registrars, Link Group,
10th Floor, 29 Wellington Street, Leeds LS1 4DL. You will needto state clearly on each proxy form the number of shares inrelation to which the proxy is appointed. A failure to specify the
number of shares to which a proxy appointment relates, or
specifying a number of shares in excess of those held by theshareholder, will result in the proxy appointment being invalid.

The Directors consider that the proposals set before the meetingare in the best interests of the Company and its shareholders ingeneral and are most likely to promote the success of theCompany for the benefit of its shareholders as a whole. The
Directors therefore unanimously recommend that you vote infavour of all of the Resolutions set out above as they intend to do inrespect of their own beneficial holdings.

7

It is not expected that there will be any restrictions on shareholders
and proxies physically attending the AGM in person. Nevertheless,
it is strongly advised that you appoint the Chair of the AGM to act
as your proxy in accordance with the procedure set out in thenotes below.

If you are not a shareholder of the Company but you have been
nominated by a shareholder of the Company to enjoy
information rights, you do not have a right to appoint any
proxies under the procedures set out in this ‘Appointment ofproxies’ section.

8

A vote withheld is not a vote in law, which means that the votewill not be counted in the calculation of votes for or against
the resolution.

Any changes to the proposed format of the AGM will be outlinedon the Company’s website, www.keywordsstudios.com.

If you either select the ‘Discretionary’ option or if no voting
indication is given, your proxy will vote (or abstain from voting)at his or her discretion. Your proxy will vote (or abstain fromvoting) as he or she thinks fit in relation to any other matter
which is put before the AGM.

Entitlement to attend and vote1

Only those shareholders registered in the register of membersof the Company as at close of business on 22 May 2024 or, if
this meeting is adjourned, at 6.00 p.m. on the day two days
prior to the adjourned meeting (excluding any part of a day thatis not a working day) shall be entitled to attend and vote at thisAGM in respect of the number of shares registered in theirname at that time. Changes to entries on the relevant registerof securities after close of business on 22 May 2024 or, if thismeeting is adjourned, at 6.00 p.m. on the day two days prior to
the adjourned meeting (excluding any part of a day that is not aworking day), shall be disregarded in determining the rights ofany person to attend or vote at this AGM.

Appointment of proxies
2

Any shareholder who is entitled to attend and vote at the AGM
at the time set out in note 1 above is entitled to appoint one ormore proxies to attend, speak and vote at the AGM on
their behalf.
A proxy need not also be a shareholder.

3

A form of proxy is attached which to be effective must becompleted, signed and received by the Company’s Registrars,
Link Group, 10th Floor, 29 Wellington Street, Leeds LS1 4DL notlater than 9.00 a.m. on 22 May 2024.

4

A proxy may only be appointed using the procedures set out inthese notes and the notes to the proxy form. In the case of ashareholder which is a company, the proxy form must be
executed under its common seal or signed on its behalf by an
officer of the company or an attorney for the company. Any
power of attorney or other authority under which the proxyform is signed (or a duly certified copy of such power orauthority) must be included with the proxy form.

5

6

A proxy does not need to be a shareholder of the Company but
must attend the AGM to represent you. Details of how to
appoint the Chair of the AGM or another person as a proxyusing the proxy form are set out in the notes to the proxy form.
If you wish your proxy to speak on your behalf at the AGM (notthe Chair) you will need to give your instructions directly
to them.
Shareholders may appoint more than one proxy provided eachproxy is appointed to exercise rights attached to different
shares. You may not appoint more than one proxy to exercise
rights attached to any one share. To appoint more than one
proxy, you will need to complete a separate proxy form in
relation to each appointment. To request additional proxy

Keywords Studios PLC

Appointment of proxies through CREST
9CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service may
do so for the AGM and any adjournment(s) thereof by using theprocedures described in the CREST Manual (available at www.
euroclear.com).
CREST personal members or other CREST sponsoredmembers, and those CREST members who have appointed avoting service provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to take theappropriate 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 inaccordance with Euroclear UK & International Limited’s (“EUI”)
specifications and must contain the information required forsuch instructions, as described in the CREST Manual. The
message, regardless of whether it constitutes the appointmentof a proxy or an amendment to the instruction given to apreviously appointed proxy must, in order to be valid, betransmitted so as to be received by the issuer’s agent (ID RA10)
by the latest time(s) for receipt of proxy appointments
specified in the notice of meeting.
For this purpose, the time of receipt will be taken to be thetime (as determined by the time stamp applied to the message
by the CREST Applications Host) from which the issuer’s agent
is able to retrieve the message by enquiry to CREST in themanner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should becommunicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors
or voting service providers should note that EUI does not makeavailable special procedures in CREST for any particularmessages. 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 orsponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service

Notice of Annual General Meeting 2024

07

provider(s) take(s)) such action as shall be necessary to ensurethat 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.
The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 355(a) of the
Uncertificated Securities Regulations 2001.

Appointment of proxy by joint shareholders
10 In the case of joint holders, where more than one of the joint
holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority
is determined by the order in which the names of the joint
holders appear in the Company’s register of shareholders in
respect of the joint holding (the first-named being themost senior).

Changing proxy instructions
11

To change proxy instructions a new proxy appointment formshould be submitted using the methods set out above. Notethat the cut- off time for receipt of proxy appointments (seenote 3 above) also applies in relation to amended instructions;any amended proxy appointment received after the relevant
cut-off time will be disregarded.
Where a proxy has been appointed using the proxy form andinstructions are to be changed by using another proxy form,
please contact Link Group, 10th Floor, 29 Wellington Street,
Leeds LS1 4DL. If more than one valid proxy appointment is
submitted, the appointment received last before the latest
time for the receipt of proxies will take precedence.

Termination of proxy appointments
12 In order to revoke a proxy instruction, you will need to informthe Company by sending a signed hard copy notice clearlystating your intention to revoke your proxy appointment to Link
Group, 10th Floor, 29 Wellington Street, Leeds LS1 4DL. In thecase of a shareholder which is a company, the revocation
notice must be executed under its common seal or signed on
its behalf by an officer of the company or an attorney for thecompany. Any power of attorney or any other authority underwhich the revocation notice is signed (or a duly certified copyof such power or authority) must be included with therevocation notice.
The revocation notice must be received by Link Group no later
than 9.00 a.m. on 22 May 2024. Appointment of a proxy does
not preclude you from attending the AGM and voting inperson. If you have appointed a proxy and attend the AGM in
person, your proxy appointment will automaticallybe terminated.

Appointment of corporate representatives
13 Any corporation which is a shareholder can appoint one ormore corporate representative(s) who may exercise on its
behalf all of its powers as a shareholder provided that they do
not do so in relation to the same shares.

Keywords Studios PLC

Issued shares and total voting rights
14 As at 6.00 p.m. on 28 March 2024 (being the latest practicable
date prior to the publication of this Notice of AGM), theCompany’s issued share capital comprised 79,432,622
ordinary shares of one pence each. Each ordinary share carries
the right to one vote at a general meeting of the Company.
There are 561,441 ordinary shares in the Company's Employee
Benefit Trust ("EBT"), and the EBT has waived its right toexercise its voting rights and to receive dividends in respect ofthese ordinary shares. Therefore, the number of ordinary
shares with voting rights is 78,871,181.

Communication
15 Except as provided above, shareholders who have generalqueries about the AGM should use the following means ofcommunication (no other methods of communication will
be accepted):–

emailing agm@keywordsstudios.com; or–

calling the Company on +353 1 902 2730.

You may not use any electronic address provided either:–in this Notice of AGM; or–

any related documents,

to communicate with the Company for any purposes otherthan those expressly stated.

Documents on display
16 The following documents are available for inspection on any
day (except Saturday, Sunday and Bank Holidays) up to andincluding the date of this AGM during usual business hours at theregistered office of the Company and will, on the date of this AGM,
be available for inspection at the meeting from one hour before
the commencement of the meeting until the conclusion of themeeting:(a) the Company’s register of members;(b) copies of the service contracts of executive Directors’ of
the Company and non-executive Directors’ letters of
appointment between the Directors and the Company or
any of its subsidiaries; and(c) the articles of association of the Company.
Copies of these documents are available, on request, from theCompany Secretary, Keywords Studios plc, 4th Floor, 110 High
Holborn, London, WC1V 6JS, England.

Website giving information regarding the meeting
17 Information regarding the AGM, including the informationreferred to in section 311A of the Act, is available on the Company’s
website at www.keywordsstudios.com.

Questions at the meeting
18 Any shareholder attending the AGM has the right to ask
questions. Pursuant to section 319A of the Act, the Company mustcause to be answered at the AGM any question relating to thebusiness being dealt with at the AGM that is put by a shareholder
attending the AGM, except in certain circumstances (for example if
it is undesirable in the interests of the Company or the good orderof the AGM that the question be answered, if to do so would
involve the disclosure of confidential information or if the answer
has already been given on a website in the form of an answer to aquestion).

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Notes C O N T I N U E D

Shareholders’ resolutions and agenda items
19 Under section 338 and section 338A of the Act, shareholders
meeting the threshold requirements in those sections have theright to require the Company (i) to give, to shareholders of theCompany entitled to receive notice of the AGM, notice of aresolution which may properly be moved and is intended to be
moved at the AGM and/or (ii) to include in the business to be dealt
with at the AGM any matter (other than a proposed resolution)
which may be properly included in the business. A resolution may
properly be moved or a matter may properly be included in thebusiness unless:(a) (in the case of a resolution only) it would, if passed, beineffective (whether by reason of inconsistency with any
enactment or the Company’s constitution or otherwise);(b) it is defamatory of any person; or(c) it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic form,
must identify the resolution of which notice is to be given or thematter to be included in the business, must be authorised by the
person or persons making it, must be received by the Company
not later than the date six clear weeks before the AGM, and (in thecase of a matter to be included in the business only) must be
accompanied by a statement setting out the grounds for therequest.

Website publication of audit concerns
20 Under section 527 of the Act, shareholders meeting thethreshold requirements set out in that section have the right torequire the Company to publish on a website a statement
setting out any matter relating to: (i) the audit of the Company’s
Accounts (including the Report of the Company’s Auditors andthe conduct of the audit) that are to be laid before the AGM; or(ii) any circumstance connected with an Auditor of theCompany ceasing to hold office since the previous meeting at
which annual Accounts and Reports were laid in accordancewith section 437 of the Act. The Company may not require theshareholders requesting any such website publication to pay
its expenses in complying with sections 527 or 528 of the Act.
Where the Company is required to place a statement on a
website under section 527 of the Act, it must forward thestatement to the Company’s Auditor not later than the time
when it makes the statement available on the website. The
business which may be dealt with at the AGM includes any
statement that the Company has been required under section
527 of the Act to publish on a website.

Keywords Studios plc
4th Floor, 110 High Holborn,
London, WC1V 6JS,
England
T: +353 190 22 730
www.keywordsstudios.com

Keywords Studios PLC

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ANNEX A

Board of Directors: Biographies
Full biographical details and information committee membershipcan be found on pages 68 to 69 of the 2023 Annual Report andAccounts or on our website at keywordsstudios.com/investors/
board-of-directors/

Rob Kingston
Rob brings a strong track record of delivery across international
and acquisitive technology and media companies and prior tojoining the Company was CFO at the UK&I Division of FlutterEntertainment plc. Having joined Sky plc as a graduate, he spent 25
years in a variety of progressively senior finance and operationalroles across the business (including Finance Director for theContent Division, Group Director of IR, and Executive Director to
the Group CEO). He held positions on a variety of boards as well asa member of the Finance & General Purposes Committee of the
National Film and Television School. Rob holds a BA (Hons) in
Business Studies and is a Fellow of the Chartered Institute ofManagement Accounts.
Rob was appointed a Director of the Company in July 2023 and is
standing for election for the first time in 2024.

Bertrand Bodson
Bertrand Bodson brings deep experience in driving and executing
growth strategies for international businesses. He has a 23-year
career in establishing new business models and innovative
platforms, developing strategic partnerships, international
expansion and digital transformation. He was Chief Digital Officer
and a member of the executive committee for global healthcare
leader Novartis between 2018-2021, where he led the digitaltransformation of the business, leading largescale teams, securing
a number of strategic partnerships and playing a key role in thedevelopment of its corporate culture. Bertrand previously spent
four years as Chief Digital and Chief Marketing Officer at
Sainsbury’s Argos where he led the transformation from a
traditional catalogue business to the third largest online retailer in
the UK. He subsequently led the integration of Argos into the
Sainsbury’s store network.
Early experience includes senior roles involved with content
creation and entertainment at EMI Group, Bragster (which heco-founded) and Amazon. Bertrand is a graduate of Harvard
Business School and McGill University.
He is currently a non-executive director of Tesco plc.
Bertrand was appointed a Director of the Company inDecember 2021

Georges Fornay
Georges has over 30 years’ experience in the technology and video
games sectors and is currently Deputy CEO of Qobuz, the Frenchhigh quality music streaming service. Georges worked in senior
management at Sony Computer Entertainment from 1995 to 2011,
including as CEO of the French and Swiss divisions and culminating
as the Senior Vice President from 2004 to 2011. During this time heoversaw the launch of the PlayStation Portable and PlayStation 3.
Prior to this, Georges spent nine years at Commodore, the last five
years of which were as CEO of Commodore France PC
Manufacturing and Distribution.
Georges has also held significant industry-wide roles including
four years on the Board of France’s second largest independent
games publisher, Focus Home Interactive, which is listed on the
Alternext. Georges acted for four years as President of SELL,
France’s Union of Entertainment Software Publishers, where he
was responsible for representing and advocating the industry’s
and its 31 members’ interests to the French Government.
Georges was appointed a Director of the Company in
September 2017.

Charlotta Ginman
Charlotta qualified as a Chartered Accountant before spending acareer in investment banking and commercial organisations,principally in technology-related businesses. Charlotta began her
career at Ernst & Young in 1989, and was then appointed to a seriesof senior roles in investment banking with UBS, Deutsche Bank and
JP Morgan both in London and Singapore, where she gained
considerable M&A transactional experience. Charlotta has also
held senior roles within Nokia Corporation, including acting as
Chief Financial Officer of its luxury mobile phone division Vertu
Corporation Limited.
Charlotta is an experienced NED, currently sitting on the Boards ofGamma Communications plc, Pacific Assets Trust plc, Polar Capital
Technology Trust plc, Unicorn AIM VCT plc and Boku Inc.
As three of Charlotta’s roles are with investment companies that
require less time to be dedicated throughout the year, and the rest
are AIM listed entities with less regulatory burden than a company
listed on the main market, Charlotta has sufficient time to devote
to each of her roles.
Charlotta was appointed a Director of the Company in
September 2017.

Jon Hauck
Jon has a wealth of finance, change management and M&Aexperience, having held the role of Group Financial Controller andTreasurer at Rentokil Initial plc since 2015. He joined Rentokil Initialin 2008 and prior to taking up his current position, held several
roles including Programme Director in North America where he
was responsible for leading a substantial integration programme.
He subsequently became Chief Financial Officer of the North
America operations. Prior to Rentokil Initial, he worked in Price
Waterhouse Coopers’ Assurance practice. Jon is a Fellow of theInstitute of Chartered Accountants of England and Wales.
Jon was appointed a Director of the Company in October 2019.

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ANNEX A C O N T I N U E D

Don Robert
Don brings a strong track record of building and leadinginternational businesses, including through acquisitions, and a
deep understanding of technology, data and analytics. He was
CEO of Experian plc, the global information and analytics group,for 9 years, during which time he more than doubled operating
profits and scaled the business into a global market leader.
He subsequently became Chair of Experian between 2014-2019. He
has also served as a non-executive Director of Court for the Bankof England, Senior Independent Director of Compass Group. Prior
to joining Experian, Don held executive positions with First
American Financial Corp. and U.S. Bank.

Neil Thompson
Neil has over 25 years’ experience in the technology sector,
holding a number of senior positions within Microsoft Corporation.
He was part of the management team that launched Xbox into
Europe and for a number of years ran Microsoft’s Consumer andDevices business across EMEA. He has extensive experience ofscaling new businesses across international territories and building
resilient organisations in constantly changing environments.
He is a Non-Executive Director at E.P. Barrus Ltd. and acts as aboard advisor to startup SaaS businesses.
Neil was appointed a Director of the Company in August 2021.

Don currently serves as Chair of the London Stock ExchangeGroup (“LSEG”), where he has overseen the transformation of LSEG
into a leading global financial markets infrastructure business. He
is also involved in several private technology focused businesses
and holds a variety of private equity roles.
Don was appointed a Director of the Company in February 2023.

Marion Sears
Marion had an extensive career in the City as an analyst andsubsequently in investment banking and international M&A. Overthe last 20 years she has served on a number of private and publiccompany boards as a Non-Executive Director. She has acted as a
Senior Independent Director and has chaired Remuneration,
Nomination and Corporate Responsibility committees during thistime, giving her long-standing PLC experience andstakeholder understanding.
Marion is currently a Non-Executive Director at Dunelm Group plc,
where she has designated responsibility for workforce
engagement.
Marion was appointed a Director of the Company in August 2021.

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Keywords Studios PLC

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Keywords Studios PLC

Notice of Annual General Meeting 2024