Aterian PlcLSE: ATN

AGM Notice 2025

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This document is important and requires your immediate attention. If you are in any doubt about the contents of this document or the action you should take, you should immediately seek your own independent financial advice from your stockbroker, solicitor or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your Ordinary Shares in Aterian Plc, you should forward this document, together with the accompanying Form of Proxy, immediately to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Directors, whose names appear on page 2 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This document does not constitute an offer to issue or sell or a solicitation of any offer to subscribe for or buy ordinary shares in Aterian Plc.

ATERIAN PLC

(a company incorporated and registered in England and Wales under the Companies Act 2006 with registered number 07496976)

NOTICE OF THE 2025 ANNUAL GENERAL MEETING

Notice of the Annual General Meeting to be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose St, London EC2A 2EW at 15:00 on 19 June 2025 is set out at the end of this document.

You can register your vote(s) for the Annual General Meeting either:

  • by visiting https://www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the onscreen instructions;

  • by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying this notice; or

  • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 5 below.

In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 15:00 on 17 June 2025.

The completion and posting of a Form of Proxy or the appointment of a proxy through CREST will not preclude shareholders from attending and voting in person at the Annual General Meeting should they wish to do so.

The distribution of this document and the Form of Proxy in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document and/or accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

This document will be made available on the Company's website at https://aterianplc.com/

LETTER FROM THE CHAIRMAN OF ATERIAN PLC

Directors: Registered Office:

Charles Bray (Chairman)

Kasra Pezeshki (Non-Executive Director)

Alister Masterton-Hume (Non-Executive Director) Simon Rollason (CEO and Director)

Devon Marais (Non-Executive Director)

27-28 Eastcastle Street

London England W1W 8DH

Dear Shareholder,

Notice of the Annual General Meeting

Definitions used below have the meaning given to them in the Definitions section on page 6.

21 May 2025

  1. ‌Introduction

    The purpose of this document is to provide you with information about, background to, and reasons for, the Annual General Meeting and to explain why the Board unanimously recommends that you vote in favour of the Resolutions to be proposed at the Annual General Meeting, notice of which is set out at the end of this document.

    During the meeting, we will cover the business of the AGM as set out in the Notice of AGM attached to this letter. This business includes the adoption of the annual report and accounts for the Company for the year to 31 December 2024 (a copy of which is enclosed and available on the Company's website: https://aterianplc.com/), the re-election of certain Directors and the reappointment of MHA Audit Services LLP as auditors. Additionally, the Board of Directors has proposed resolutions granting the Directors authority to allot new shares in relation to convertible loan notes and the outstanding warrants and options in issue as well as new EBT options for the Company's bonus scheme and the disapplication of statutory pre-emption rights in relation to the issue and allotment of new shares.

  2. Annual General Meeting

    Accordingly, the Board have decided to convene an Annual General Meeting of the Company to consider the resolutions, inter alia, to approve, if thought fit, resolutions 1 to 5 as ordinary resolutions and resolution 6 as a special resolution (together, the "Resolutions"). The Resolutions are set out below and in full in the notice of Annual General Meeting at the end of this Document.

    Set out at the end of this Document is the Notice of Annual General Meeting convening the Annual General Meeting to be held at 15:00 on 19 June 2025 at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose St, London EC2A 2EW, at which the following resolutions will be proposed.

    Resolution 1 - Receiving and Considering the Accounts - Ordinary Resolution

    This is an ordinary resolution to receive and consider the financial statements of the Company for the period

    ended 31 December 2024 together with the report of the Directors and the report of the auditors thereon.

    Resolution 2 - Remuneration Policy - Ordinary Resolution

    This is an ordinary resolution to approve the directors' remuneration policy for the financial year ending 31 December 2025.

    Resolution 3 - Re-Appointment of Directors - Ordinary Resolution

    This is an ordinary resolution to re-elect Devon Marais, who retires by rotation pursuant to article 30.1.2 of the Articles of Association of the Company and who, being eligible, offers himself for re-election as a director.

    Resolution 4 - Reappointment of Auditors - Ordinary Resolution

    This ordinary resolution seeks to authorise the reappointment of MHA Audit Services LLP as auditors of the Company and to authorise the Directors to determine their remuneration.

    Resolution 5: Directors' Authority to Allot Shares - Ordinary Resolution

    This is an ordinary resolution seeking THAT, in accordance with section 551 of the Companies Act 2006 ("Act") the directors of the Company (the "Directors") be and are generally and unconditionally authorised to allot ordinary shares in the Company or to grant rights to subscribe for or to convert any securities into ordinary shares in the Company ("Rights") up to:

    1. a maximum nominal amount of £ 768,122.60 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraphs b) to e) (inclusive) below in excess of such sum);

    2. ‌a maximum nominal amount of £ 465,804.00 in connection with the issue and allotment of Ordinary Shares pursuant to the conversion of convertible loan notes and bonds issued by the Company prior to the date of the meeting;

    3. a maximum nominal amount of £ 120,568.50 in connection with the issue and allotment of Ordinary Shares pursuant to the exercise of options and warrants issued by the Company prior to the date of the meeting;

    4. a maximum nominal amount of £ 56,500 in connection with the allotment of Ordinary Shares issued to employees and directors pursuant to the exercise of options over Ordinary Shares granted by the Company's Employee Benefit Trust.

    5. ‌a maximum nominal amount of £ 128,020.40 in relation to allotments to the Company's employee benefit trust as per the 2025 EBT Options Scheme and Remuneration Policy; and

    6. a maximum nominal amount of £1,280,204.5 on pre-emptive basis;

    provided that authority, unless duly renewed, varied or revoked by the Company, will expire on the date being fifteen months from the date of the passing of this resolution or, if earlier, the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution, save that the Company may, before such expiry, make offers or agreements which would or might require ordinary shares to be allotted or Rights to be granted after such expiry and, the Directors may allot ordinary shares or grant Rights in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired. This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot relevant securities but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.

    Resolution 6: Disapplication of Pre-emption Rights - Special Resolution

    This is a special resolution seeking THAT, subject to the passing of Resolution 5 above, and in accordance with section 570 of the Act, the Directors be generally empowered to allot equity securities (as defined in

    section 560 of the Act) for cash pursuant to the authority conferred by Resolution 5 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

    1. a maximum nominal amount of £465,804.00 in connection with the issue and allotment of Ordinary Shares pursuant to the conversion of convertible loan notes and bonds issued by the Company prior to the date of the meeting;

    2. a maximum nominal amount of £120,568.50 in connection with the issue and allotment of Ordinary Shares pursuant to the exercise of options and warrants issued by the Company prior to the date of the meeting;

    3. a maximum nominal amount of £56,500

    4. .00 in connection with the allotment of Ordinary Shares issued to employees and directors pursuant to the exercise of options over Ordinary Shares granted by the Company's Employee Benefit Trust.

    5. ‌a maximum nominal amount of £128,020.40 in relation to allotments to the Company's employee benefit trust as per the 2025 EBT Options Scheme and Remuneration Policy;;

    6. the allotment of equity securities up to £509,311.50 of nominal value other than pursuant to the matters set out in paragraphs paragraphs a) to e) above;

    and provided that this power shall expire on the conclusion of the next Annual General Meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, make offer(s) or agreement(s) which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offers or agreements notwithstanding that the power conferred by this resolution has expired.

  3. ACTION TO BE TAKEN

    A Form of Proxy is enclosed for use in connection with the Annual General Meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete, sign and return the Form of Proxy to the Registrar at Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX as soon as possible but in any event so as to arrive not later than 15:00 on 17 June 2025. The completion and return of a Form of Proxy will not preclude you from attending the meeting, or speaking and voting in person should you subsequently wish to do so.

    Alternatively, you can register your vote by visiting https://www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions.

  4. RECOMMENDATION AND IRREVOCABLE UNDERTAKINGS

    The Directors unanimously recommend that all shareholders vote in favour of the proposed resolutions and those that hold shares in the Company have indicated that they intend to vote in favour of the proposed resolutions in respect of the shares that they hold directly or indirectly.

    Yours faithfully,



    Charles Bray Chairman DEFINITIONS

    The following definitions apply throughout this document, unless the context requires otherwise:

    Act the Companies Act 2006. Annual General Meeting the annual general meeting of the Company convened pursuant to the Notice and to be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose St, London EC2A 2EW at 15:00 on 19 June 2025. Articles or Articles of Association

    the articles of association of the Company from time to time.

    Board or Directors the board of directors of the Company for the time being. Company Aterian Plc, a public limited liability company incorporated and registered in England and Wales with company number 07496976 and registered office address at 27-28 Eastcastle Street, London, England, W1W 8DH. CREST the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the holding and transfer of title to shares in uncertificated form. CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended. Euroclear Euroclear UK & International Limited, a company incorporated in England and Wales and the operator of CREST. FSMA the Financial Services and Markets Act 2000, as amended. Form of Proxy the form of proxy for use at the Annual General Meeting. London Stock Exchange

    London Stock Exchange Group PLC.

    Notice the notice of Annual General Meeting set out at the end of this document. Resolutions the resolutions to be proposed at the Annual General Meeting which are set out in the Notice. UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland. uncertificated recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations may be transferred by means of CREST. ATERIAN PLC

    (a company incorporated and registered in England and Wales under the Companies Act 2006 with registered number 07496976)

    NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2025 annual general meeting of the shareholders of Aterian Plc (the "Company") will be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose St, London EC2A 2EW at 15:00 on 19 June 2025 (London time) to consider and, if thought fit, pass resolutions 1 through to 5 (inclusive) as ordinary resolutions and resolution 6 which will be proposed as a special resolution.

    1. Resolution 1 - Receiving and Considering the Accounts - Ordinary Resolution

      This is an ordinary resolution to receive and consider the financial statements of the Company for the period ended 31 December 2024 together with the report of the Directors and the report of the auditors thereon.

    2. Resolution 2 - Remuneration Policy - Ordinary Resolution

      This is an ordinary resolution to approve the directors' remuneration policy for the financial year ending 31 December 2025.

    3. Resolution 3 - Re-Appointment of Directors - Ordinary Resolution

      This is an ordinary resolution to re-elect Devon Marais, who retires by rotation pursuant to article

      30.1.2 of the Articles of Association of the Company and who, being eligible, offers himself for re-election as a director.

    4. Resolution 4 - Reappointment of Auditors - Ordinary Resolution

      This ordinary resolution seeks to authorise the appointment of MHA Audit Services LLP as auditors of the Company and to authorise the Directors to determine their remuneration.

    5. Resolution 5: Directors' Authority to Allot Shares - Ordinary Resolution

      This is an ordinary resolution seeking THAT, in accordance with section 551 of the Companies Act 2006 ("Act") the directors of the Company (the "Directors") be and are generally and unconditionally authorised to allot ordinary shares in the Company or to grant rights to subscribe for or to convert any securities into ordinary shares in the Company ("Rights") up to:

      1. a maximum nominal amount of £768,122.60 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraphs b) to e) (inclusive) below in excess of such sum);

      2. a maximum nominal amount of £465,804.00 in connection with the issue and allotment of Ordinary Shares pursuant to the conversion of convertible loan notes and bonds issued by the Company prior to the date of the meeting;

      3. a maximum nominal amount of £120,568.50 in connection with the issue and allotment of Ordinary Shares pursuant to the exercise of options and warrants issued by the Company prior to the date of the meeting;

      4. a maximum nominal amount of £56,500 in connection with the allotment of Ordinary Shares issued to employees and directors pursuant to the exercise of options over Ordinary Shares granted by the Company's Employee Benefit Trust.

      5. a maximum nominal amount of £128,020.40 in relation to allotments to the Company's employee benefit trust as per the 2024 EBT Options Scheme and Remuneration Policy; and

      6. a maximum nominal amount of £1,280,204.5 on pre-emptive basis;

        provided that authority, unless duly renewed, varied or revoked by the Company, will expire on the date being fifteen months from the date of the passing of this resolution or, if earlier, the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution, save that the Company may, before such expiry, make offers or agreements which would or might require ordinary shares to be allotted or Rights to be granted after such expiry and, the Directors may allot ordinary shares or grant Rights in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired. This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot relevant securities but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.

    6. Resolution 6: Disapplication of Pre-emption Rights - Special Resolution

      This is a special resolution seeking THAT, subject to the passing of Resolution 5 above, and in accordance with section 570 of the Act, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 5 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

      1. a maximum nominal amount of £465,804.00 in connection with the issue and allotment of Ordinary Shares pursuant to the conversion of convertible loan notes and bonds issued by the Company prior to the date of the meeting;

      2. a maximum nominal amount of £120,568.50 in connection with the issue and allotment of Ordinary Shares pursuant to the exercise of options and warrants issued by the Company prior to the date of the meeting;

      3. a maximum nominal amount of £56,500.00 in connection with the allotment of Ordinary Shares issued to employees and directors pursuant to the exercise of options over Ordinary Shares granted by the Company's Employee Benefit Trust.

      4. a maximum nominal amount of £128,020.40 in relation to allotments to the Company's employee benefit trust as per the 2025 EBT Options Scheme and Remuneration Policy;;

      5. the allotment of equity securities up to £509,311.50 of nominal value other than pursuant to the matters set out in paragraphs a) to e) above;

and provided that this power shall expire on the conclusion of the next Annual General Meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, make offer(s) or agreement(s) which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offers or agreements notwithstanding that the power conferred by this resolution has expired.

Registered Office

27-28 Eastcastle Street London

England W1W 8DH

Charles Bray


by Order of the Board

21 May 2025 Notes:

  1. A member of the Company is entitled to attend and vote at the meeting and to appoint one or more proxies to attend and vote in his or her place. A proxy need not be a member of the Company.

  2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

  3. A Form of Proxy is enclosed with this notice. Instructions for use are shown on the form. The completion and return of a Form of Proxy will not prevent a member from attending and voting in person at the meeting. In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company or contained in an Electronic Communication. Any power attorney or any other authority under which the Form of Proxy is signed (or a certified copy of such power or authority) must be included with the Form of Proxy.

  4. To be valid, a completed Form of Proxy together with a power of attorney or other authority (if any) under which it is executed (or a notarially certified copy of any such power or authority), must be deposited at Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, not less than 48 hours (excluding non-working days) before the time set for the meeting or adjourned meeting (as the case may be).

  5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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 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 & International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via https://www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is 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 issuer's agent, Share Registrars Limited (ID: 7RA36) by 15:00 on 17 June 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer'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 Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. 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, to procure that his CREST sponsor or 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 system 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 35(5)(a) of the Uncertificated Securities Regulations 2001.

  6. Pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006, only those shareholders registered in the Register of Members of the Company as at 15:00 on 17 June 2025, or in the event that the meeting is adjourned, in the Register of Members as at 48 hours (excluding non-working days) prior to any adjourned meeting, shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at the relevant time. Changes to entries on the Register of Members after 15:00 on 17 June 2025 or, in the event that the meeting is adjourned, 48 hours (excluding non-working days) prior to the day of any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.

  7. As at 20 May 2025 (being the last practicable date prior to the publication of this notice) the Company's issued share capital consisted 1,089,171,000 deferred shares of £0.009 each and 12,802,044 new ordinary shares of 10p each. Each new ordinary share carries the right to vote at an annual general meeting of the Company, and therefore, the total number of voting rights in the Company as at 20 May 2025 was 12,802,044.