Notice of Annual General Meeting – 3 June 2025

If you have sold or otherwise transferred all your shares in Billington Holdings Plc, please forward this document, together with the accompanying documents, as soon as practicable to the purchaser or transferee, or to the stockbroker, bank or other person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

To receive and adopt the Company's accounts for the year ended 31 December 2024 together with the reports of the Directors and Auditors.

To re-elect as a Director of the Company I Lawson who, in accordance with the Company's articles of association, retires from office by rotation and offers himself for re-election.

To re-elect as a Director of the Company A Ospelt who, in accordance with the Company's articles of association, retires from office and offers himself for re-election.

To re-elect as a Director of the Company L Scott who, in accordance with the Company's articles of association, retires from office and offers herself for re-election.

To re-elect as a Director of the Company M Smith who, in accordance with the Company's articles of association, retires from office by rotation and offers himself for re-election.

To re-elect as a Director of the Company T Taylor who, in accordance with the Company's articles of association, retires from office by rotation and offers himself for re-election.

To re-elect as a Director of the Company S Wardell who, in accordance with the Company's articles of association, retires from office by rotation and offers himself for re-election.

The Directors recommend a final dividend of 25 pence per Ordinary share and A Ordinary share in the Company (each a Share), for the year ended 31 December 2024. Authority is sought for the Board to pay the recommended final dividend of 25 pence per Share, payable to shareholders on the register of members as at close of business on Friday 6 June 2025.

To re-appoint RSM UK Audit LLP as auditors of the Company to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company.

To authorise the Audit and Risk Committee for and on behalf of the Board to set the remuneration of the Auditors.

That, in accordance with Section 551 of the Companies Act 2006 ("the Act"), the Directors be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of

£444,433 (being approximately one third of the issued share capital of the Company as at the last practicable day prior to the publication of this notice) provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the fifth anniversary of the date of this resolution save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

This authority is in substitution for all previous general authorities conferred on the Directors in accordance with Section 551 of the Act but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.

Subject to the passing of resolution 11, the Directors of the Company be given the general power under Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash, pursuant to the authority conferred by resolution 11, as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:-

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

   1. to the holders of ordinary shares (including for the avoidance of doubt the "A" ordinary shares) in proportion (as nearly as may be practicable) to their respective holdings on the record date(s) for such allotment; and

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

      but subject in both cases to such exclusions, limits or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

2. the allotment (otherwise than pursuant to paragraph (a) above) of equity securities having an aggregate nominal amount of up to £133,343 (being approximately 10% of the entire issued share capital of the Company as at the last practicable day prior to the publication of this notice).

The power granted by this resolution will expire on the earlier of the conclusion of the next Annual General Meeting of the Company following the date upon which this resolution becomes effective or the date fifteen months following the date upon which this resolution becomes effective (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may,

before such expiry, make offers or agreements 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 offer or agreement notwithstanding that the power conferred by this resolution has expired.

This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if Section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such powers.

Subject to the passing of resolution 11, the Directors of the Company be given the general power under Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash, pursuant to the authority conferred by resolution 11, as if Section 561(1) and subsections (1)-(6) of Section 562 of the Act did not apply to any such allotment, provided that this power shall be limited to:-

1. the allotment of equity securities having an aggregate nominal amount of up to £133,343 (being approximately 10% of the entire issued share capital of the Company as at the last practicable day prior to the publication of this notice); and

2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months of the original transaction) a transaction which the Directors of the Company determines 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.

The power granted by this resolution will expire on the earlier of the conclusion of the next Annual General Meeting of the Company following the date upon which this resolution becomes effective or the date fifteen months following the date upon which this resolution becomes effective (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry, make offers or agreements 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 offer or agreement notwithstanding that the power conferred by this resolution has expired.

This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities for the purposes of financing a transaction, as if Section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such powers.

By Order of the Board

G J Zacharias Company Secretary Billington Holdings Plc

Steel House, Barnsley Road, Wombwell, Barnsley

South Yorkshire S73 8DS

7 May 2025

Resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions and resolutions 12 to 13 (inclusive) will be proposed as special resolutions.

The Company's audited financial statements for the financial year ended 31 December 2024 and the report of the auditors thereon will be presented to the meeting. The report of the Directors and the audited accounts for the year ended 31 December 2024 has been approved by the Directors and the report of the auditor has been approved by the auditor.

The Company's articles of association require that at each Annual General Meeting (AGM), all of the directors shall retire from office, except any Director appointed by the Board after the notice of that AGM. Accordingly, all of the Directors retire at the AGM and being eligible for re-election, offer themselves for election at this year's AGM.

Biographical details of all directors can be found in the Company's Annual Report for the year ended 31 December 2024 and on the Company's website.

This resolution seeks authority for the payment of a dividend of 25 pence per Ordinary share and A Ordinary share, payable to shareholders on the register of members as at close of business on Friday 6 June 2025.

These resolutions propose the re-appointment of RSM UK Audit LLP as Auditor of the Company and authorise the Audit and Risk Committee to determine their remuneration.

Resolution 11 seeks shareholder authority for the Directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company, up to an aggregate nominal amount of £444,433 representing approximately one-third of the Company's issued ordinary share capital and calculated as at 6 May 2025 (being the latest practicable date prior to publication of this notice). The authority, if approved, will expire on the fifth anniversary of the date of the resolution and is in substitution for all previous general authorities conferred on the Directors.

The Directors have no present intention of exercising this authority but believe that the flexibility allowed by this Resolution may assist them in taking advantage of business opportunities as they arise.

As of 6 May 2025, the Company held no ordinary shares in treasury. The Directors intend to renew this authority annually.

In order to give the Directors some flexibility to raise capital through a non-pre-emptive issue of shares, resolution 12 asks shareholders to renew an authority granted at last year's Annual General Meeting to disapply the statutory pre-emption rights which would otherwise apply on an issue of shares for cash.

The authority, if approved, is limited to allotments in connection with rights issues, other pre-emptive offers, or otherwise up to a maximum nominal amount of £133,343 (being approximately 10% of the entire issued share capital of the Company as at the last practicable day prior to the publication of this notice) without first offering them to other shareholders on a pre-emptive basis.