Notice of AGM 2026

Bango PLC

Notice of Annual General Meeting

As ordinary business to consider and, if thought fit, pass resolutions 1 to 10 as ordinary resolutions.

1. To receive and adopt the Annual Report and Financial Statements for the year ended 31 December 2025 together with the Directors' Report and Auditors' Report on the Annual Report and Financial Statements.

   To re-elect the following Directors who are seeking annual re-election in accordance with The Quoted Companies Alliance Corporate Governance Code:

2. Raymond Anderson

3. Paul Larbey

4. Matthew Wilson

5. Lisa Gansky

6. Marcus Weldon

7. Darcy Antonellis

8. To approve the Directors' Remuneration Policy for the financial year ended 31 December 2025, as set out on pages 59 to 65 of the Annual Report.

9. To approve the Directors' Remuneration Report for the financial year ended 31 December 2025 (other than any part containing the Directors' Remuneration Policy), as set out on pages 66 to 71 of the Annual Report.

10. To re-appoint BDO LLP as auditors until the conclusion of the next annual general meeting at which accounts are laid before the company and to authorize the Directors to determine the auditors' remuneration.

    SPECIAL BUSINESS

    As special business to consider and, if thought fit, pass resolution 11 as an ordinary resolution and resolutions 12, 13 and 14 as special resolutions.

11. That, pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "Act"), the Directors be and are hereby generally and unconditionally authorized and empowered to exercise all the powers of Bango to allot shares and/or grant rights to subscribe for or to convert any security into shares in Bango ("Rights"):

    1. up to an aggregate nominal value of £5,136,000 (being the nominal value of approximately one third of Bango's issued share capital, and such amount to be reduced by the nominal amount of any allotments or grants made under sub-paragraph b below in excess of such sum) to such persons at such times and generally on such terms and conditions as the Directors may determine (subject always to the articles of association of Bango); and

    2. up to an aggregate nominal value of £10,273,000 (being the nominal value of approximately two thirds of Bango's issued share capital) (such amount to be reduced by the nominal amount of any shares allotted or Rights granted under sub-paragraph a above) in connection with an offer by way of a rights issue or other pre-emptive offer to:

       1. the holders of ordinary shares of £0.20 each in the capital of Bango ("Ordinary Shares") in proportion (as nearly as may be practicable) to the respective number of Ordinary Shares held by them; and

       2. the holders of other equity securities, as required by the rights of those securities, or subject to such rights as the Directors otherwise consider necessary,

          such authority (unless previously revoked, varied or renewed by Bango) to expire on the conclusion of the next Annual General Meeting of Bango following the passing of this resolution or, if earlier, the date 15 months after the date of passing this resolution, save that Bango may at any time before such expiry make any offer(s) or enter into any agreement(s) which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares or grant Rights in pursuance of any such offer(s) or agreement(s) as if the power and authority conferred by this resolution had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot

          shares or grant Rights but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.

12. That subject to and conditional upon the passing of resolution 11 above, the Directors be and are hereby generally authorized in accordance with section 570 of the Act to allot equity securities (as defined in section 560 of the Act) of Bango for cash as if section 561(1) of the Act did not apply to any such allotment, provided that this authority shall be limited to:

    1. the allotment of equity securities in connection with an offer by way of a rights issue or other pre-emptive offer to:

       1. the holders of Ordinary Shares in proportion (as nearly as may be practicable) to the respective number of Ordinary Shares held by them; and

       2. the holders of other equity securities, as required by the rights of those securities, or subject to such rights as the Directors otherwise consider necessary,

          but (in each case) subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems in respect of overseas holders or otherwise; and

    2. the allotment of equity securities (otherwise than pursuant to sub-paragraph a above) up to a maximum aggregate nominal value of £1,541,000 (being the nominal value of approximately 10% of the issued share capital of Bango), such amount to be reduced by the nominal amount of any shares allotted under resolution 14 below,

    3. the allotment of equity securities (otherwise than under sub-paragraph a or sub-paragraph b above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities from time to time under subparagraph b above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Annual General Meeting of Bango,

       and this authority (unless previously revoked, varied or renewed by Bango) shall expire on the conclusion of the next Annual General Meeting of Bango following the passing of this resolution or, if earlier, the date 15 months after the date of passing this resolution save that Bango may at any time before such expiry make any offer(s) or enter into any agreement(s) which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer(s) or agreement(s) as if the power and authority conferred by this resolution had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot equity securities but without prejudice to any allotment of equity securities already made, offered or agreed to be made pursuant to such authorities.

13. That subject to and conditional upon the passing of resolution 11 above, the Directors be and are hereby generally authorized in accordance with section 570 of the Act, in addition to any authority granted under resolution 12, to allot equity securities (as defined in section 560 of the Act) of Bango for cash as if section 561(1) of the Act did not apply to any such allotment, provided that this authority shall be limited to

    1. the allotment of equity securities up to a maximum aggregate nominal value of £1,541,000 (being the nominal value of approximately 10% of the issued share capital of Bango), such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Annual General Meeting of Bango; and

    2. the allotment of equity securities (otherwise than under paragraph a) above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities from time to time under sub-paragraph a above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Annual General Meeting of Bango,

       and this authority (unless previously revoked, varied or renewed by Bango) shall expire on the conclusion of the next Annual General Meeting of Bango following the passing of this resolution or, if earlier, the date 15 months after the date of passing this resolution save that Bango may at any time before such expiry make any offer(s) or enter into any agreement(s) which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer(s) or agreement(s) as if the power and authority conferred by this resolution had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot equity securities but without prejudice to any allotment of equity securities already made, offered or agreed to be made pursuant to such authorities.

14. That subject to and conditional upon the passing of resolution 11 above, the Directors be and are hereby generally authorized in accordance with section 570 of the Act, in addition to any authority granted under resolution 12, to allot equity securities (as defined in section 560 of the Act) of Bango for cash as if section 561(1) of the Act did not apply to any such allotment, provided that this authority shall be limited to the allotment of equity securities up to a maximum aggregate nominal value of £1,541,000 (being the nominal value of approximately 10% of the issued share capital of Bango), such amount to be reduced by the nominal amount of any shares allotted under resolution 13 above. This authority (unless previously revoked, varied or renewed by Bango) shall expire on the conclusion of the next Annual General Meeting of Bango following the passing of this resolution or, if earlier, the date 15 months after the date of passing this resolution save that Bango may at any time before such expiry make any offer(s) or enter into any agreement(s) which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer(s) or agreement(s) as if the power and authority conferred by this resolution had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot equity securities but without prejudice to any allotment of equity securities already made, offered or agreed to be made pursuant to such authorities.

Rachel Ellis Company Secretary 20 May 2026

Notice of Annual General Meeting - Explanatory Notes

The Directors of Bango must present the accounts to the meeting.

In accordance with The Quoted Companies Alliance Corporate Governance Code, all directors will stand for re-election at the AGM this year. Biographies are available on pages 43 to 45 of the Annual Report, with further details available on the Bango investor website, bangoinvestor.com. The Board considers that each of the Directors demonstrates commitment to the role and their biographies illustrate why each of their contributions are, and continue to be, important to the long-term success of Bango and the attainment of shareholder value. As such, the Board recommends their re-election.

As previously announced by Bango, Anthony Perkins has decided not to stand for re-election at this year's AGM. This decision reflects increasing time commitments arising from Tony's separate consultancy business. The Board would like to thank Tony for his valuable contribution during his tenure and wishes him well for the future.

The Board recognizes the importance of maintaining an appropriate balance of skills, experience and knowledge, including financial expertise, in accordance with the principles of the QCA Corporate Governance Code. Accordingly, the Board has commenced a search for a suitably qualified Non-Executive Director with appropriate financial experience to assume the role of Audit Committee Chair, and Tony has agreed to support an orderly transition process.

Subject to re-election at the AGM, Darcy Antonellis will become Chair of the Board. Subject to re-election at the AGM, Ray Anderson will continue to serve on the Board as a Non-Executive Founder Director.

As an AIM-listed company, Bango is not required to seek shareholder approval of its Directors' Remuneration Policy and Directors Remuneration Report. However, the Board is committed to maintaining high standards of corporate governance and shareholder engagement. Accordingly, and as recommended by The Quoted Companies Alliance Corporate Governance Code, shareholders are being given the opportunity to cast an advisory vote on the Directors' Remuneration Policy and Directors Remuneration Report for the financial year ended 31 December 2025.

These votes are advisory only and the outcomes will not be binding on Bango. However, the Board and the Remuneration Committee will take the results of the votes into account when considering, reviewing and implementing future remuneration arrangements.

Resolution 10 proposes the re-appointment of BDO LLP as auditors of Bango and authorizes the Board to determine the auditors' remuneration. Following a tender process, BDO LLP was appointed as Bango's auditors on 19 April 2024. The Board recommends their re-appointment as auditors of Bango.

Directors may only allot shares or grant rights to subscribe for or to convert any security into shares ("Rights") if authorized to do so by the shareholders. The authority granted at the last Annual General Meeting is due to expire at the conclusion of this year's Annual General Meeting. This resolution 11, which complies with guidance issued by the Investment Association, seeks to grant a new authority to the Directors to allot shares and/or grant Rights, and will expire at the conclusion of the next Annual General Meeting of Bango or, if earlier, on 25 September 2027 (the date which is 15 months after the date of passing of the resolution). Investment Association guidance confirms that shareholders may regard as routine an authority to allot up to two-thirds of the existing issued share capital. However, any amounts allotted in excess of one-third of the existing issued share capital should be applied to fully pre-emptive rights issues only. This resolution reflects this guidance. There is no present intention of exercising this authority. However, if passed, this resolution would give Directors authority to allot shares and/or grant Rights up to an aggregate nominal value of £5,136,000 (approximately one-third of Bango's issued ordinary share capital as at 30 April 2026), and up to an aggregate nominal value of £10,273,000 (approximately two-thirds of Bango's issued ordinary share capital as at 30 April 2026) in connection with an offer by way of a rights issue or other pre-emptive offer. Shareholders should note that if the Directors wish to use the authority granted by this resolution 11 and allot shares and/or grant Rights they must first offer them to existing shareholders in proportion to their holdings. If resolutions 12, 13 and 14 are passed, the total number of shares which can be issued without a pre-emptive offer to existing shareholders would be 15,410,000 Ordinary Shares (equivalent to approximately 20 per cent of Bango's issued ordinary share capital as at 30 April 2026). Shareholders should further note that the authorization granted by this resolution 11 is not required for the grant of options (or the issue of shares on exercise of such options) under an employee share scheme.

Under section 561(1) of the Act, if the Directors wish to allot equity securities (as defined in section 560 of the Act) (other than following an exercise of options granted under an employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. This cannot be done under the Act unless the shareholders have first waived their pre-emption rights.

Resolution 12 asks the shareholders to do this and, apart from rights issues or any other pre-emptive offer concerning equity securities and the grant of share options, the authority will be limited to the issue of equity securities for cash up to a maximum nominal value of £1,541,000 (being 7,705,000 ordinary shares of £0.20 each ("Ordinary Shares")), which is equivalent to approximately 10 per cent of Bango's issued ordinary share capital as at 30 April 2026, in line with the Pre-Emption Group 2022 Statement of Principles ("Statement of Principles") for the disapplication of pre-emption rights. Resolution 12 also seeks a disapplication of the pre-emption rights on a rights issue so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders. Resolution 12 also provides for a follow-on offer to existing holders of securities not allocated shares under an issue made under either 12a or 12b. This reflects the Statement of Principles to increase flexibility.

Resolution 13 seeks additional approval for the disapplication of pre-emption rights on shares issued for cash up to a further nominal value of £1,541,000 (being 7,705,000 Ordinary Shares), which is equivalent to approximately 10 per cent of Bango's issued ordinary share capital as at 30 April 2026. This authority can only be exercised in connection with one or more acquisitions or specified capital investments that the Directors determine fall within the Statement of Principles. The Directors confirm that the additional 10 per cent authority will only be used in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue in accordance with the Statement of Principles. Resolution 13 also provides for a follow-on offer to existing holders of securities not allocated shares under an issue made under either 13a or 13b. This reflects the Statement of Principles to increase flexibility.

Resolution 14 seeks additional approval for the disapplication of pre-emption rights on shares issued for cash up to a further nominal value of £1,541,000 (being 7,705,000 Ordinary Shares), which is equivalent to approximately 10 per cent of Bango's issued ordinary share capital as at 30 April 2026. This authority is in addition to the authority in resolution 12b, which means that, if both resolution 12 and resolution 14 are passed, the Directors will be able to issue shares up to a total nominal value of

£3,082,000 (being 15,410,000 Ordinary Shares, equivalent to approximately 20 per cent of Bango's issued ordinary share capital as at 30 April 2026) without a pre-emptive offer to existing shareholders. Any shares issued pursuant to this authority shall reduce the number of shares which can be allotted under resolution 12 and any shares allotted under resolution 13 will likewise reduce the number of shares which can be issued under this authority. This means that, if resolutions 12, 13 and 14 are passed, the total number of shares which can be issued without a pre-emptive offer to existing shareholders would be 15,410,000 Ordinary Shares (equivalent to approximately 20 per cent of Bango's issued ordinary share capital as at 30 April 2026). The Directors are seeking this authority for additional flexibility to issue shares non-pre-emptively to support the business without the restriction that the authority must be used in connection with an acquisition or specified capital investment falling within the Statement of Principles.

If resolutions 12, 13 and 14 are passed, the authorities will expire at the conclusion of the next Annual General Meeting of Bango or, if earlier, 25 September 2027 (the date which is 15 months after the date of passing of the resolution). Shareholders will note that these resolutions will be proposed as special resolutions.

Notice of Annual General Meeting - Shareholder Information

1. Shareholders are invited to attend the AGM at Matrix House, Cambridge Business Park, Cowley Road, Cambridge, CB4 0WZ on Thursday 25 June 2026 at 14:00 BST.

2. The AGM will also be broadcast for shareholders online. Shareholders interested in watching the online broadcast must register by emailing AGM@bango.com no later than 14:00 BST on Tuesday 23 June 2026. Please ensure you have proof of shareholding and identity available to register for the broadcast. Details on how to join the meeting virtually will be shared when you register. Please note, attending the online broadcast does not count as attendance at the AGM itself. If you wish to attend the online broadcast and also wish to vote you must either vote online through Bango's Registrar, Equiniti, or complete and return your Form of Proxy to Equiniti, by no later than 14:00 BST on Tuesday 23 June 2026. Detailed instructions on how to submit your vote through Equiniti are set out at paragraph 7. below.

3. Only those shareholders registered in the register of members of Bango at no earlier than 18:30 BST on Monday 22 June 2026 (or not later than 48 hours (excluding days that are not a working day) before the start of any adjournment of the meeting) shall be entitled to attend, speak and vote at this Annual General Meeting in respect of such number of shares registered in their name at that time. Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

4. Shareholders present in person at the AGM will have the opportunity to meet and ask questions of the Board. Shareholders accessing the online broadcast can submit any questions they wish to ask in advance of the AGM by emailing AGM@bango.com no later than 14:00 BST on Tuesday 23 June 2026 (or not later than 48 hours (excluding days that are not a working day) before the start of any adjournment of the meeting) or by using the online Q&A facility during the meeting.

5. As at 17:00 BST on 30 April 2026, which is the latest practicable date before publication of this notice, the issued share capital of Bango was 77,052,826 ordinary shares of £0.20 each and the total number of voting rights was 77,052,826. No share are held in treasury.

6. A member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to exercise all or any of their rights to attend and to speak and vote at the meeting and at any adjournment of it. Such a member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A member may only appoint a proxy using the procedures set out in these notes and the notes to the Form of Proxy accompanying this Notice. A proxy does not need to be a member of Bango.

7. A Form of Proxy is provided to all shareholders who receive this notice in hard copy and instructions for use are shown on the form. To be valid, all proxy forms must be received by Bango's Registrar, Equiniti, by no later than 14:00 BST on Tuesday 23 June 2026 (or not later than 48 hours (excluding days that are not a working day) before the start of any adjournment of the meeting) together with, if appropriate, the original power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power of authority. It is possible for you to submit your proxy votes online by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes. To be valid, online votes must be received by Bango's Registrar, Equiniti, before 14:00 BST on Tuesday 23 June 2026. Alternatively, you may complete and return your Form of Proxy to Equiniti at Highdown House, Yeoman Way, Worthing, BN99 6DA. Again, to be valid, your completed form must be received by Equiniti before 14:00 BST on Tuesday 23 June 2026. If you would prefer to return your Form of Proxy in an envelope, please address it to Freepost RTHJ-CLLL-KBKU, Equiniti Limited, Highdown House, Yeoman Way, Worthing, BN99 8LU. No postage is payable.

8. A vote withheld option is provided on the form of proxy to enable you to instruct your proxy not to vote on any particular resolution. A vote withheld in this way is not a 'vote' in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

9. 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 euroclear.com). To be valid, the message must, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, be transmitted so it is received by Equiniti (ID RA19) by 14:00 BST on Tuesday 23 June 2026. 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.

10. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by Bango and approved by the Registrar. For further information regarding Proxymity, please go to https://www.proxymity.io. To be considered valid, your proxy must be lodged by 14:00 BST on Tuesday 23 June 2026 . Before you can appoint a proxy via this process you will need to have agreed to Proxymity's terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.

11. To revoke a proxy appointment you must inform Bango by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Bango's Registrar, Equiniti, by no later than 14:00 BST on Tuesday 23 June 2026 (or not later than 48 hours (excluding days that are not a working day) before the start of any adjournment of the meeting) together with, if appropriate, the original power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power of authority. If you attempt to revoke your proxy appointment but the revocation is received after the time specified your proxy appointment will remain valid.

12. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.

13. Copies of the service agreements of the Executive Directors and the letters of appointment of the Non-Executive Directors are available for inspection during normal business hours at Bango's offices at Matrix House, Cambridge Business Park, Cowley Road, Cambridge CB4 0WZ from the date of dispatch of this notice until the close of the AGM (Saturdays, Sundays and public holidays excepted). If you would like to have sight of any of these, please contact Bango by emailing investors@bango.com, marking your email for the attention of the Company Secretary.

14. Copies of this notice, and information regarding this Annual General Meeting, including the information required by section 311A of the Companies Act 2006, can be found at https://bangoinvestor.com.

15. Except as provided above, members who wish to communicate with Bango in relation to the meeting should do so by contacting Equiniti on +44 (0)371 384 2030 please use the country code when calling from outside the UK. Lines are open 08:30 to 17:30 (Monday to Friday, excluding public holidays in England and Wales).

Registered in England No. 05386079