If you have sold or otherwise transferred all of your shares in Croma Security Solutions Group plc, you should pass this document, the accompanying proxy form and the annual report and accounts of Croma Security Solutions Group plc for the financial year ended 30 June 2025 without delay to the stockbroker, bank or other person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
CROMA SECURITY SOLUTIONS GROUP PLC(Incorporated in England and Wales, registered number 03184978)
NOTICE OF ANNUAL GENERAL MEETING
Notice of the annual general meeting of Croma Security Solutions Group plc (the "Company") to be held at Unit 7/8 Fulcrum 4, Solent Way, Whiteley, Fareham, Hampshire, United Kingdom, PO15 7FT at 10 a.m. on 1 December 2025 (the "AGM") is set out on pages 1 to 6 of this document. Whether or not you propose to attend the AGM, please complete and submit a proxy form in accordance with the instructions printed on the proxy form enclosed with this document. To be valid, the proxy form must be completed and signed and returned to the Company's registrars, Neville Registrars Limited, at Neville House, Steelpark Road, Halesowen, B62 8HD so that it is received no later than at 10 a.m. on 27 November 2025.
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CROMA SECURITY SOLUTIONS GROUP PLC(Incorporated in England and Wales, registered number 03184978)
Directors: Registered office:
Teodora Angelova Andreeva (Chief Financial Officer) Unit 7 & 8
Roberto Michele Fiorentino (Chief Executive Officer) Fulcrum 4
Stephen Naylor (Non-Executive Director) Whiteley
John Nigel Wakefield (Non-Executive Chair) Fareham
Andrew Robert Wonnacott (Non-Executive Director) Hampshire PO15 7FT
6 November 2025
To holders of ordinary shares ("Ordinary Shares") in the capital of Croma Security Solutions Group plc (the "Company")
Dear Shareholder,
Annual General MeetingI am pleased to invite you to the annual general meeting of the Company, which will be held at Unit 7/8 Fulcrum 4, Solent Way, Whiteley, Fareham, Hampshire, United Kingdom, PO15 7FT at 10 a.m. on 1 December 2025 (the "AGM"). A copy of the annual report and accounts of the Company for the year ended 30 June 2025 is enclosed with this letter and can be found on the company's website at https://www.cssgplc.com/investors.
The business to be conducted at the AGM is set out in the Notice of Annual General Meeting on pages 1 to 6 of this document. You will be asked to consider and vote on the resolutions set out in the Notice. An explanation of the resolutions is given in the explanatory notes to the Notice of Annual General Meeting on pages 7 to 9 of this document.
If you would like to vote on any of the resolutions but are unable to attend the AGM, please complete, sign and return (in accordance with the instructions printed on it) the proxy form enclosed with this document. To be valid, completed and signed proxy forms must be received by the Company's registrars, Neville Registrars Limited, at Neville House, Steelpark Road, Halesowen, B62 8HD, by no later than 10 a.m. on 27 November 2025. The completion and return of the proxy form will not affect your right to attend and vote in person at the AGM if you wish.
The Board considers that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of all of the proposed resolutions, as they intend to do in respect of their own beneficial shareholdings.
Yours sincerely
Roberto Michele Fiorentino (Chief Executive Officer)
CROMA SECURITY SOLUTIONS GROUP PLC(Incorporated in England and Wales, registered number 03184978)
NOTICE OF ANNUAL GENERAL MEETINGNotice is hereby given that the annual general meeting of Croma Security Solutions Group plc (the "Company") will be held at Unit 7/8 Fulcrum 4, Solent Way, Whiteley, Fareham, Hampshire, United Kingdom, PO15 7FT at 10 a.m. on 1 December 2025 for the following purposes:
Ordinary businessThat the Company's accounts for the financial year ended 30 June 2025 and the directors' report and the auditor's report on those accounts be received.
That UHY Hacker Young LLP be re-appointed as auditor of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid before the Company.
That the directors be authorised to determine the auditor's remuneration
That a final dividend for the financial year ended 30 June 2025 of 2.4p per ordinary share be approved and declared payable to the shareholders on the register at 6 p.m. on 5 December 2025.
That Roberto Michele Fiorentino, who does not retire by rotation in accordance with Article
76.2 of the Company's articles of association, but for completeness and being eligible, is
offering himself for re-appointment, be re-elected as a director of the Company.
That Teodora Angelova Andreeva, who retires and offers herself for re-election in accordance with Article 76.1 of the Company's articles of association and, being eligible, be re-elected as a Director and Chief Financial Officer of the Company.
That the retirement of Stephen Naylor, who retires by rotation as a Director of the Company in accordance with Article 76.1 of the Company's articles of association at the conclusion of the AGM and is not seeking re-appointment be noted. In accordance with the Company's Articles of Association, the resignation shall not result in a vacancy on the board, and no appointment shall be made to fill the position vacated.
That John Nigel Wakefield, who retires and offers himself for re-election in accordance with Article 76.1.1 of the Company's articles of association and, being eligible, be re-elected as a Director of the Company and Board Chair.
That Andrew Robert Wonnacott, who retires and offers himself for re-election in accordance with Article 76.1.1 of the Company's articles of association and, being eligible, be re-elected as a Non-Executive Director of the Company and Chair of the Audit Committee.
Special businessTo consider and, if thought fit, to pass the following resolutions which will be proposed, in the case of Resolution 10 and 11, as ordinary resolutions and, in the case of Resolutions 12 and 13, as special resolutions.
That:
the directors be generally and unconditionally authorised to allot shares in the Company ("Shares"), or to grant rights to subscribe for or to convert any security into Shares, up to a maximum nominal amount of £229,471
in addition to the authority contained in paragraph A of this Resolution 10, the directors be generally and unconditionally authorised to allot Shares, or to grant rights to subscribe for or to convert any security into Shares, comprising equity securities (within the meaning of section 560(1) of the Companies Act 2006 (the "Act")) up to a maximum nominal amount of £458,942 (after deducting from such limit the aggregate nominal amount of any Shares allotted under paragraph (A) above) in connection with a Pre-Emptive Offer undertaken by means of a rights issue;
the authorities given by this Resolution 10:
are given pursuant to section 551 of the Act and shall be in substitution for all pre-existing authorities given under that section; and
unless renewed, revoked or varied in accordance with the Act, shall expire on 31 December 2026 or, if earlier, at the end of the next annual general meeting of the Company to be held in 2026 save that the Company may before such expiry make an offer or agreement which would or might require the allotment of Shares, or the grant of rights to subscribe for or to convert any security into Shares, after such expiry; and
for the purpose of this Resolution 10, "Pre-Emptive Offer" means an offer of equity securities to:
holders of ordinary shares (other than the Company) on a fixed record date in proportion to their respective holdings of such shares; and
other persons entitled to participate in such offer by virtue of the rights attaching to any other equity securities held by them,
in each case, subject to such exclusions or other arrangements as the directors may deem necessary or appropriate in relation to fractional entitlements, legal, regulatory or practical requirements under the laws or the requirements of any regulatory body or stock exchange of any territory or otherwise.
That:
the directors be generally and unconditionally authorised to transfer shares in the Company as held in the treasury (" Treasury Shares"), or to grant rights to subscribe for or to convert any Treasury Shares into shares to be held by an Employee Benefit Trust, up to a maximum nominal amount of £10,000 or up to a maximum number of shares being 200,000 ordinary shares;
the authorities given by this Resolution 11 unless renewed, revoked or varied in accordance with the Act, shall expire on 31 December 2026 or, if earlier, at the end of the next annual general meeting of the Company to be held in 2026 save that the Company may before such expiry make an offer or agreement which would or might require the allotment of Shares, or the grant of rights to subscribe for or to convert any security into Shares, after such expiry
12. | That: | |
(A) | subject to the passing of Resolution 10 (the "Allotment Authority"), the directors be given power pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560(1) of the Act) for cash pursuant to the Allotment Authority as if section 561(1) of the Act did not apply to any such allotment, provided that such power shall be limited to the allotment of equity securities: | |
(1) in the case of paragraph (A) of the Allotment Authority: |
in connection with a Pre-Emptive Offer (as defined in the Allotment Authority); or
otherwise than in connection with a Pre-Emptive Offer, up to a maximum nominal amount of £68,841; and
(2) in the case of paragraph (B) of the Allotment Authority, in connection with a Pre-Emptive Offer undertaken by means of a rights issue; and
the power given by this Resolution 12:
shall be in substitution for all pre-existing powers under section 570 of the Act; and
unless renewed in accordance with the Act, shall expire at the same time as the Allotment Authority, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry.
That the Company be and is generally and unconditionally authorised to make market purchases, within the meaning of section 693 of the Act, of ordinary shares in the Company ("Ordinary Shares") provided that:
the maximum aggregate number of Ordinary Shares in the Company which may be purchased under this authority is 1,376,826;
the minimum price, exclusive of expenses, which may be paid for each Ordinary Share is 5p;
the maximum price, exclusive of expenses, which may be paid for each Ordinary Share shall be an amount equal to 105% of the average of the middle market quotations for the Ordinary Shares taken from the listing of the AIM market of London Stock Exchange plc over the five business days immediately preceding the day on which the Ordinary Shares are contracted to be purchased;
the authority to purchase conferred by this Resolution 13 shall, unless renewed, revoked or varied in accordance with the Act, expire on 31 December 2026 or, if earlier, at the end of the next annual general meeting of the Company to be held in 2026 save that the Company may before such expiry make an offer or agreement to purchase Ordinary Shares after such expiry.
6 November 2025 By Order of The Board
Registered Office: Units 7 & 8
Fulcrum 4 Solent Way Whiteley Fareham Hampshire PO15 7FT
Teodora Angelova Andreeva
Chief Financial Officer
EXPLANATORY NOTES TO THE 2025 NOTICE OF ANNUAL GENERAL MEETING ("AGM") General NotesThe notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 11 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 12 and 13 are proposed as special resolutions. This means that for those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolutions.
Resolution 1 - Annual report and accountsThe directors must lay the Company's accounts, the directors' report and the auditor's report before the shareholders in a general meeting. A copy of those accounts and reports are enclosed with this document and are also available on the Company's website at https://www.cssgplc.com/investors/.
Resolutions 2 and 3 - Re-appointment and remuneration of the auditorThe Company is required to appoint an auditor at each general meeting at which accounts are laid before the shareholders, to hold office until the end of the next such meeting. Resolution 2 proposes the re-appointment of UHY Hacker Young LLP as the Company's auditor. Resolution 3 seeks authority for the directors to decide the auditor's remuneration.
Resolution 4 - Declaration of a DividendUnder Article 118 and subject to the provisions of the Companies Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the Board. The Board has recommended a final dividend of
2.4p per ordinary share in issue being the total dividend for the financial year ended 30 June 2025.
Resolution 5 - Re-appointment of Roberto Michele FiorentinoRoberto Michele Fiorentino is currently the Chief Executive Officer and a member of the Board of Directors and has been nominated for re-appointment as a director. For the purposes of article 76.2 of the Company's Articles of Association his re-appointment is not required but is for completeness only. He will hold office from the date of his re-appointment until the 2026 annual general meeting of shareholders where he may retire from office and offer himself for re-appointment, or until his earlier death, resignation or removal. Mr. Fiorentino has agreed to serve if re-appointed, and the Board has no reason to believe that he will be unable to serve.
Resolution 6 - Re-appointment of Teodora Angelova AndreevaTeodora Angelova Andreeva is currently the Chief Financial Officer and a member of the Board of Directors and has been nominated for re-appointment as a director. For the purposes of article 76.1 of the Company's Articles of Association her re-appointment is required. If re-appointed she will hold office from the date of her re-appointment until the 2026 annual general meeting of shareholders where she will retire from office and offer herself for re-appointment, or until her earlier death, resignation or removal. Teodora Angelova Andreeva has agreed to serve if re-appointed, and the Board has no reason to believe that she will be unable to serve.
Resolution 7 - Retirement of Stephen NaylorStephen Naylor is currently a non-executive member of the Board of Directors and is not seeking re-election. For the purposes of article 76.1 of the Company's Articles of Association he will retire from office at the annual general meeting, unless his earlier death, resignation or removal. The resignation shall not result in a vacancy on the board and no appointment shall be made to fill the position vacated.
Resolution 8 - Appointment of John Nigel WakefieldUnder Article 76 of the Company's articles of association, at each Annual General Meeting of the Company any director who has been appointed by the Board since the previous annual general meeting is required to retire from office and may offer himself for re-appointment. Accordingly, John Nigel Wakefield has resolved to retire voluntarily and to submit himself for election by the shareholders.
Resolution 9 - Appointment of Andrew Robert WonnacottUnder Article 76 of the Company's articles of association, at each Annual General Meeting of the Company any director who has been appointed by the Board since the previous annual general meeting is required to retire from office and may offer himself for re-appointment. Accordingly, Andrew Robert Wonnacott has resolved to retire voluntarily and to submit himself for election by the shareholders.
Resolution 10 - Renewal of authority to allot sharesThe purpose of Resolution 10 is to confer upon the directors the power to allot shares. Section 551 of the Companies Act 2006 provides that the directors may not allot new shares (other than pursuant to employee share schemes) without shareholder approval.
The Resolution proposes that a new authority be granted in substitution for any existing authority to allot securities up to a maximum amount of £229,471, representing approximately 33.33 per cent. of the Company's current issued Ordinary Share capital. In addition (and as was the case at last year's annual general meeting), following guidance issued by The Investment Association, the Company is seeking additional authority to allot securities in connection with a fully pre-emptive rights issue up to a maximum amount of £458,942, representing approximately 66.66 per cent. of the Company's current issued Ordinary Share capital, as reduced by the nominal amount of any equity securities issued under paragraph (A) of Resolution 10. The benefit to the Company of obtaining such authority on an annual basis is that it would allow the Company to implement a rights issue of an amount equal to two thirds of the issued Ordinary Share capital without the need to call an additional general meeting. This would shorten the implementation timetable of such a rights issue. Shares held in treasury are ignored for the purposes of calculating the percentages and associated amounts referred to in Resolution 10 and in this note.
The directors have no present intention of exercising this authority. The authority conferred by Resolution 10 will expire at the conclusion of the next annual general meeting or, if earlier, on 31 December 2026, unless previously cancelled or varied by the Company in general meeting. It is the intention of the directors to renew this authority annually at each annual general meeting.
Resolution 11 - Authority to transfer treasury shares to an EBTThe purpose of resolution 11 is to allow the directors authority to transfer shares from treasury up to a maximum number of 200,000 ordinary shares. These shares may be freely transferred when an employee benefit trust is established for the purposes of establishing an employee share scheme of the Company.
Resolution 12 - Disapplication of pre-emption rightsSection 561(1) of the Companies Act 2006 provides that if the directors wish to allot any equity securities or sell any treasury shares (if it holds any), for cash, the Company must first offer them to existing shareholders in proportion to their existing shareholdings. Section 561 does not apply in connection with allotments made pursuant to an employee share scheme.
The purpose of Resolution 12 is to allow the directors to allot shares for cash as if section 561(1) of the Companies Act 2006 did not apply, in connection with rights issues, open offers and other pre-emptive offers pursuant to the authority to allot shares granted by Resolution 10, and otherwise up to a total amount of £68,841, representing approximately 10 per cent. of the Company's current issued Ordinary Share capital. The Resolution proposes that a new authority be granted in substitution for any existing authority.
Shares held in treasury are ignored for the purposes of calculating the percentages and associated amounts referred to in Resolution 12 and in this note.
The power conferred by Resolution 12 will expire at the conclusion of the next annual general meeting or, if earlier, on 31 December 2026, unless previously cancelled or varied by the Company in general meeting. It is the intention of the directors to renew this power annually at each annual general meeting.
Resolution 13 - Authority to make market purchases of own sharesUnder Article 13 of the Company's Articles of Association, the Company may, from time to time, purchase its own shares subject to the terms of the Articles of Association and applicable statutory requirements. Resolution 13 is intended to grant the Directors authority to make market purchases of the Company's own ordinary shares of 5p each up to a maximum of 1,376,826 ordinary shares, being an amount equal to approximately 10 per cent. of the Company's current issued share capital. The maximum price payable is an amount equal to 105 per cent. of the average of the middle market quotations for an ordinary share of the Company for the five business days immediately preceding the date of purchase and the minimum price is the nominal value of 5p per share.
Shares held in treasury are ignored for the purposes of calculating the percentages and associated amounts referred to in Resolution 13 and in this note.
Although the Directors have no current intention to make such purchases, they consider that it is in the best interests of the Company and its members to have the ability to make market purchases of the Company's own shares in appropriate circumstances without the cost and delay of holding a general meeting. The authority would only be exercised if the Directors believed that the purchase would enhance earnings per share and be in the best interests of shareholders generally.
The Company may hold in treasury any of its own shares that it purchases in accordance with the authority conferred by Resolution 13. As at the date of publication of this document, the Company held 2,130,401 shares in treasury.
The power conferred by Resolution 13 will expire at the conclusion of the next annual general meeting or, if earlier, on 31 December 2026, unless previously cancelled or varied by the Company in general meeting. It is the intention of the directors to renew this power annually at each annual general meeting.
SHAREHOLDER NOTES Appointment of proxyAny shareholder who is entitled to attend and vote at the AGM is entitled to appoint one or more proxies (who need not be shareholders) to attend the AGM and speak and vote instead of the shareholder. If more than one proxy is appointed each proxy must be appointed to exercise rights attached to different shares. Appointment of a proxy will not preclude a shareholder from attending and voting in person at the AGM.
In order for a proxy form to be valid, it must be completed and signed and returned to the Company's registrars, Neville Registrars Limited, at Neville House, Steelpark Road, Halesowen, B62 8HD so they receive it no later than 10 a.m. on 27 November 2025.
A shareholder wishing to appoint multiple proxies should contact the Shareholder Helpline on 0121 585 1131 to obtain additional proxy forms. Alternatively, you may wish to photocopy your proxy form. It will be necessary for the shareholder to indicate on each separate proxy form the number of shares in relation to which each such proxy is authorised to act.
Corporate representativesAny corporation which is a shareholder can appoint one or more corporate representatives 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.
Record dateTo be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at 6 p.m. on 27 November 2025 or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Documents available for inspectionCopies of the following documents may be inspected at the registered office of the Company during normal business hours Monday to Friday (public holidays excepted) up to and including the day of the AGM, and at the venue for the AGM from half an hour before the time fixed for the AGM until the end of the AGM:
the Company's annual report and accounts for the year ended 30 June 2025; and
copies of the directors' service contracts.
Shareholders who have general queries about the AGM or need additional proxy forms should call the Shareholder Helpline on 0121 585 1131 (no other methods of communication will be accepted).
Statement of capital and voting rightsAs at 6 November 2025 (being the latest practical date prior to publication of this notice) the Company's issued share capital consisted of 15,898,656 Ordinary Shares of which 2,130,401 are held in treasury. Therefore, total voting rights in the Company as at 6 November 2025 are 13,768,255.
Other mattersShareholders may not use any electronic address provided in either this notice of AGM or any related documents (including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

