Marlowe Regulatory News (MRL)

2 June 2023 

Marlowe plc

Posting of Circular and Notice of General Meeting for Proposed Capital Reduction

Marlowe plc ("Marlowe", the "Company" or the "Group"), the UK leader in business-critical services and software which assure regulatory compliance, announces that it is today posting a circular (the "Circular") to shareholders in connection with a proposed capital reduction of the Company's share premium account, including notice of a general meeting to be held at 10am on 19 June 2023 for the purpose of approving the Capital Reduction.

The Company is proposing to undertake a reduction of capital approved by the Court to create additional distributable reserves. The proposal achieves this by cancelling the balance standing to the credit of the share premium account of the Company. The Capital Reduction, if approved by Shareholders and confirmed by the Court, is expected to increase the distributable reserves of the Company by £384,921,004.09.

If the Resolution is passed at the General Meeting, the Company intends to apply to the Court for confirmation of the Capital Reduction. The Capital Reduction will only become effective if the Resolution is passed by Shareholders at the General Meeting, the Court confirms the Capital Reduction and the order of the Court confirming the Capital Reduction is delivered to, and registered by, the Registrar of Companies in England and Wales.

Whilst the Board and management remain focussed on the continued execution of the Company's stated growth strategy, the Capital Reduction is a means of avoiding a potential restriction on the Company's ability to either make dividend payments and other distributions or to purchase its own shares in the future. Shareholders should note that the Capital Reduction itself will not involve any distribution or repayment of share premium by the Company and will not reduce the net assets of the Company. 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 Circular and notice of general meeting will shortly be made available on the Company's website, www.marloweplc.com.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1. The expected dates for the confirmation of the Capital Reduction by the Court and the Capital Reduction becoming effective will be announced following the General Meeting.

2. The timetable assumes that there is no adjournment of the General Meeting. If there is an adjournment, all subsequent dates are likely to be later than those shown.

3. References to times are to London times unless otherwise stated.

4. Unless otherwise defined, capitalised terms used in this announcement have the meanings given to them in the Circular.

For further information:

About Marlowe plc

Marlowe is a UK leader in business-critical services and software which assure regulatory compliance. The company was formed to create sustainable shareholder value through the acquisition and development of businesses that provide regulated safety and compliance services and software. It is focused on compliance software, eLearning, health & safety, employment law & HR compliance, fire safety & security, water & air hygiene and occupational health services - all of which are vital to the wellbeing of its customers operations and are invariably governed by regulation. Marlowe currently provides software to over 1 million users and services to over 25% of Britain's commercial premises. The Group provides customers with a single outsourced, nationwide, provider of a range of regulated compliance and safety solutions. Our customers can be found in office complexes, high streets & leisure facilities, manufacturing plants and industrial estates, and include thousands of SMEs, local authorities, facilities management providers, multi-site NHS trusts and FTSE 100 companies.

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