Games Workshop Group PlcLSE: GAW

AGM (001 NoM FINAL From Published AR)

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If you have recently sold or transferred all of your shares in Games Workshop Group PLC, please send this notice and the accompanying documents as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (AGM) of Games Workshop Group PLC (the 'Company') will be held at 1 Willow Road, Nottingham, NG7 2WS, at 10.00 a.m. on 16 September 2026 for the following purposes:

Ordinary business

As ordinary business to consider and, if thought fit, to pass the following resolutions 1 to 11 as ordinary resolutions:

Resolution 1

To receive the Company's annual financial statements for the 52 weeks ended 31 May 2026 together with the directors' report, the remuneration report and the independent auditors' report on those financial statements, the auditable part of the remuneration report and the strategic report.

Resolution 2

To re-elect Kevin Rountree as a director.

Resolution 3

To re-elect Elizabeth Harrison as a director.

Resolution 4

To re-elect Neil Tomlinson as a director.

Resolution 5

To re-elect Mark Lam as a director.

Resolution 6

To re-elect Randal Casson as a director.

Resolution 7

To re-elect Eric Maugein as a director.

Resolution 8

To elect Nilufer Kheraj as a director.

Resolution 9

To re-appoint KPMG LLP as independent auditors to hold office until the conclusion of the next general meeting at which financial statements are laid by the Company.

Resolution 10

To authorise the directors to fix the auditors' remuneration.

Resolution 11

To approve the remuneration report (excluding the directors' remuneration policy set out on pages 44 to 56) for the 52 weeks ended 31 May 2026.

Special business

To consider and, if thought fit, pass the following resolutions, of which resolution 12 will be proposed as an ordinary resolution and resolutions 13 and 14 will be proposed as special resolutions.

Resolution 12

That, in accordance with section 551 of the Companies Act 2006 (the 'Act'), the directors of the Company (the 'directors' or the 'board') be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

  1. up to an aggregate nominal amount of £550,747 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (b) below in excess of such sum); and

  2. comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £1,101,494 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (a) above) in connection with a fully pre-emptive offer (including an offer by way of a rights issue or open offer):

    1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and

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

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

Resolution 12 continued

The authorities conferred on the directors under paragraphs (a) and (b) shall, unless renewed, varied or revoked by the Company, expire at the conclusion of the Company's Annual General Meeting in 2027 or, if earlier, on 15 December 2027 save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted and the directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares or grant rights to subscribe for or convert securities into shares 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 13 (special resolution)

That subject to the passing of resolution 12 above, the directors of the Company be given the general power pursuant to sections 570 to 573 of the Act to allot or make offers or agreements to allot equity securities for cash, either pursuant to the authority conferred by resolution 12 above or by way of a sale of treasury shares for cash, 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 or sale of treasury shares for cash in connection with a fully pre-emptive offer, including an offer by way of a rights issue or open offer, which shall mean an offer of, or invitation to apply for, equity securities to holders of equity securities on the register on a fixed record date in proportion (or as nearly as may be) to their respective holdings of such securities or in accordance with rights attached thereto but subject to such exclusions or other arrangements as the directors consider necessary or expedient in relation to treasury shares, fractional entitlements or any legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory; and

  2. the allotment of equity securities or sale of treasury shares (other than pursuant to paragraph (a) above) for cash up to an aggregate nominal amount of £82,612.

The power granted by this resolution will expire at the conclusion of the Company's Annual General Meeting in 2027 or, if earlier, on 15 December 2027 (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 either section 89(1) of the Companies Act 1985 or 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 authorities. For the purposes of this resolution the expression 'equity securities' and references to 'allotment of equity securities' respectively have the meanings given to them in section 560 of the Act.

Resolution 14 (special resolution)

That the Company be and is hereby granted general and unconditional authority for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 5p each in the capital of the Company ('ordinary shares') on such terms and in such manner as the directors may from time to time determine provided that:

  1. the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or on 15 December 2027, whichever is the earlier;

  2. the maximum aggregate number of ordinary shares that may be purchased is 3,304,480;

  3. the minimum price which may be paid for an ordinary share is 5p;

  4. the maximum price which may be paid for an ordinary share is the higher of: (i) an amount equal to 105 per cent of the average market value of an ordinary share in the Company for the five business days prior to the day on which the purchase is made; and (ii) the value of an ordinary share calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid for, any number of the Company's ordinary shares on the trading venue where the purchase is carried out; and

  5. the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares in pursuance of any such contract.

By order of the board Ross Matthews Company Secretary 27 July 2026 Registered office:

1 Willow Road, Nottingham, NG7 2WS

Registered in England and Wales under number 2670969

Notes
  1. The Annual General Meeting is an important opportunity for shareholders to express their views by asking questions and voting and you are encouraged to exercise your right to vote. Your attendance and votes at this event continue to be very important to us. Ordinary shareholders are entitled to attend, ask questions and vote at the meeting and to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. A proxy need not be a shareholder of the Company.

    You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share.

    In the case of joint holders, where more than one of the joint holders purports to appoint a proxy or tender a vote, whether in person or by proxy, only the proxy appointment or vote tendered by the most senior holder will be accepted, to the exclusion of the other joint holder. For this purpose, seniority will be determined by whichever name appears before the other in the Register of Members in respect of the joint holding.

    Return of a completed form of proxy or other instrument appointing a proxy (including submission of proxy instructions via Equiniti's website Shareview, CREST or the Proxymity platform) will not preclude a member from attending the Annual General Meeting and voting in person.

  2. In order to be valid, any form of proxy or other instrument appointing a proxy must be returned by one of the following methods, or by hard copy proxy form as described below, by no later than 10.00 am on 14 September 2026 (or not less than 48 hours before the time fixed for any adjourned meeting, excluding non-working days):

    1. online by following the instructions on Equiniti's website Shareview, by either logging in or creating an online portfolio at https://www.shareview.co.uk;

    2. in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below; or

    3. institutional investors may be able to use the Proxymity platform, please visit https://www.proxymity.io for further details.

      You can also download an electronic proxy form from the Company's website, from investor.games-workshop.com. If you wish to receive a hard copy paper proxy form, please contact Equiniti Limited via one of the following methods:

      (i) shareholder helpline: +44 (0)371 384 2481. If calling from outside the UK, please ensure the country code is used. Lines are open between 8.30am - 5.30pm, Monday to Friday, excluding public holidays in England and Wales; or

      (i) in writing to Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex BN99 6DA, United Kingdom.

  3. Shareholders are encouraged to register their appointment of proxy electronically via the internet and can do so through Equiniti's website Shareview, by either logging in or creating an online portfolio at https://www.shareview.co.uk and following the on-screen instructions. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 10.00 a.m. on 14 September 2026 (or not less than 48 hours before the time fixed for any adjourned meeting, excluding non-working days). If you have any difficulties with online voting, you should contact the shareholder helpline on +44 (0)371 384 2481.

    Alternatively, shareholders who have already registered with Equiniti's Shareview service can appoint a proxy by logging onto their portfolio at https://www.shareview.co.uk using their user ID and password. Once logged in simply click 'View' on the 'My Investments' page, click on the link to vote then follow the on-screen instructions. The on-screen instructions give details on how to complete the appointment process. Please note that to be valid, your proxy instructions must be received by Equiniti no later than 10.00 a.m. on 14 September 2026 (or not less than 48 hours before the time fixed for any adjourned meeting, excluding non-working days). If you have any difficulties with online voting, you should contact the shareholder helpline on +44 (0)371 384 2481.

    To be valid, hard copy proxy form(s) must be completed and returned to the Company's registrars, Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex BN99 6DA, in the provided envelope together with any power of attorney or other authority under which it is signed or a copy of such authority certified notarially, to arrive no later than the latest time for receipt of proxy appointments referred to above. A proxy form must be signed and dated by the shareholder or his or her attorney duly authorised in writing. In the case of joint holdings, any one holder may sign this form. If you wish to appoint a person other than the Chair as your proxy, please specify the name of your chosen proxy holder in the space provided on the proxy form. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

    If no voting indication is given on the proxy form, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting. The 'Vote Withheld' option on the proxy form is provided to enable you to abstain on any particular resolution. However it should be noted that a 'Vote Withheld' 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.

    Shareholders can change their proxy instructions by submitting a new proxy appointment using the methods set out above. The cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. If an ordinary shareholder submits more than one valid proxy appointment, the appointment received last before the latest time for receipt of proxies will take precedence.

    In order to revoke a proxy instruction shareholders will need to send a signed hard copy notice clearly stating their intention to revoke their proxy appointment to the Company's registrars, Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex BN99 6DA. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars, Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex BN99 6DA, no later than the time fixed for holding the meeting. If a shareholder attempts to revoke their proxy appointment but the revocation is received after the time specified then the proxy appointment will remain valid (however appointment of a proxy does not preclude you from attending the meeting and voting in person).

  4. Appointment of proxies through CREST: CREST members who wish to appoint and/or give instructions to a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST manual. The CREST manual can be viewed at https://www.euroclear.com. A CREST message appointing a proxy (a 'CREST proxy instruction') regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction previously given to a previously appointed proxy must, in order to be valid, be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST manual.

    The CREST proxy instruction must be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time for receipt of proxy appointments. 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 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.

    CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear 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 their 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 service 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.

  5. Voting using Proxymity: 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 the Company and approved by the Company's registrar. For further information regarding Proxymity, please go to https://www.proxymity.io. Your proxy must be lodged by the latest time for receipt of proxy appointments in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated 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.

  6. Shareholders may not use any electronic address provided either in this Notice of Annual General Meeting or any related documents to communicate with the Company for any purposes other than as expressly stated.

  7. Any 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, if there is more than one corporate representative, they do not do so in relation to the same shares. Representatives of shareholders that are corporations will have to produce evidence of their proper appointment when attending the Annual General Meeting.

  8. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him or her and the shareholder by whom he or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he or she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of ordinary shareholders in relation to the appointment of proxies in note 1 (above) does not apply to Nominated Persons. The rights described in that note can only be exercised by ordinary shareholders of the Company.

  9. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those shareholders registered in the Register of Members of the Company at 6.30 p.m. on 14 September 2026, or 6.30 p.m. two days prior to the date of an adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the Register of Members after 6.30 p.m. on 14 September 2026 shall be disregarded in determining the right of any person to attend and vote at the meeting.

  10. On a vote by show of hands, every ordinary shareholder who is present in person has one vote and every duly appointed proxy who is present has one vote. On a poll vote, every ordinary shareholder who is present in person or by way of a proxy has one vote for every share of which he/she is a holder. Voting will be decided by a poll, which the directors believe is more representative of shareholders' voting intentions because shareholders' votes are counted according to the number of shares held and all votes tendered are taken into account.

  11. Copies of the executive directors' service contracts and the non-executive directors' letters of appointment are available for inspection at the registered office of the Company during normal business hours on any weekday (Saturday, Sunday and UK public holidays excluded) and will be available at the Annual General Meeting for at least 15 minutes prior to the meeting and during the meeting.

  12. As at 24 July 2026 (being the last practical date prior to the publication of this notice), the Company's issued share capital comprised 33,044,841 ordinary shares of 5 pence each. The Company holds no shares in treasury. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 24 July 2026 is 33,044,841. The website referred to in note 15 (below) will include information on the number of shares and voting rights.

  13. Under section 338 of the Companies Act 2006, a shareholder or shareholders meeting the qualification criteria set out below, may, subject to conditions, require the Company to give to shareholders notice of a resolution which may properly be moved and is intended to be moved at that meeting. The conditions are that: (a) the resolution must not, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); (b) the resolution must not be defamatory of any person, frivolous or vexatious; (c) the request may be in hard copy form or in electronic form (see below); (d) the request must identify the resolution of which notice is to be given by either setting out the resolution in full or, if supporting a resolution sent by another member, clearly identifying the resolution which is being supported; (e) the request must be authenticated by the person or persons making it (see below); and (f) the request must be received by the Company not later than 6 weeks before the meeting to which the request relates.

    Under section 338A of the Companies Act 2006, a shareholder or shareholders meeting the qualification criteria set out below, may, subject to conditions, require the Company to include in the business to be dealt with at the meeting a matter (other than a proposed resolution) which may properly be included in the business (a matter of business). The conditions are that: (a) the matter of business must not be defamatory of any person, frivolous or vexatious; (b) the request may be in hard copy form or in electronic form (see below); (c) the request must identify the matter of business by setting it out in full or, if supporting a statement sent by another member, clearly identify the matter of business which is being supported; (d) the request must be accompanied by a statement setting out the grounds for the request; (e) the request must be authenticated by the persons or person making it (see below); and (f) the request must be received by the Company not later than 6 weeks before the meeting to which the request relates.

    Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (sections 527 to 531), where requested by a shareholder or shareholders meeting the qualification criteria set out below, the Company must publish on its website, a statement setting out any matter that such shareholders propose to raise at the meeting relating to the audit of the Company's financial statements (including the auditors' report and the conduct of the audit) that are to be laid before the meeting. Where the Company is required to publish such a statement on its website, it may not require the shareholders making the request to pay any expenses incurred by the Company in complying with the request, it must forward the statement to the Company's auditors no later than the time the statement is made available on the Company's website, and the statement may be dealt with as part of the business of the meeting. The conditions are that: (a) the request may be in hard copy form or in electronic form (see below); (b) the request must either set out the statement in full, or if supporting a statement sent by another shareholder, clearly identify the statement which is being supported; (c) the request must be authenticated by the person or persons making it (see below); and (d) the request must be received by the Company at least one week before the meeting.

    In order to be able to exercise the shareholders' right to require circulation of a resolution to be proposed at the meeting; a matter of business to be dealt with at the meeting, or the Company to publish audit concerns, the relevant request must be made by a shareholder or shareholders having a right to vote at the meeting and holding at least 5% of total voting rights of the Company, or at least 100 shareholders having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital per shareholder. For information on voting rights, including the total number of voting rights, see note 12 (above) and the website referred to in note 15 (below).

    Where a member or members have any questions relating to the appointment of a proxy for the meeting, wish to request the Company to circulate a resolution to be proposed at the meeting (see above), include a matter of business to be dealt with at the meeting (see above) or publish audit concerns (see above), such request must be made in accordance with one of the following ways: (a) a hard copy request which is signed by you, which states your full name and address and is sent to Ross Matthews, Games Workshop Group PLC, 1 Willow Road, Nottingham NG7 2WS; or (b) a request which states your full name and address, and is sent to investorrelations@gwplc.com. Please state 'AGM' in the subject line of the e-mail.

  14. Under section 319A of the Companies Act 2006 the Company must answer any question you ask relating to the business being dealt with at the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, the answer has already been given on a website in the form of an answer to a question or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

  15. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, is available from investor.games-workshop.com.

  16. The Company may process personal data provided by shareholders at or in relation to the Annual General Meeting (including names, contact details, votes and shareholder reference numbers). The Company shall process personal data in accordance with its privacy notice, which is available from investor.games-workshop.com.

Explanatory notes to the notice of Annual General Meeting Resolution 1 - Financial statements

This is a standard resolution common to all Annual General Meetings, whereby members will be asked to receive the Company's annual financial statements for the 52 weeks ended 31 May 2026 together with the relevant reports thereon.

Resolutions 2 to 8 - Election and re-election of directors

The following directors will stand for re-election in accordance with the UK Corporate Governance Code and the Company's articles of association:

  • Kevin Rountree

  • Elizabeth Harrison

  • Neil Tomlinson

  • Mark Lam

  • Randal Casson

  • Eric Maugein

In addition, Nilufer Kheraj was appointed as a director of the board following last year's AGM and, in accordance with the Company's articles of association, will retire at this Annual General Meeting and accordingly offer herself up for election.

Each of the above directors has indicated their willingness to offer themselves for election or re-election.

The board, having considered the mix of skills, knowledge and experience of the directors, confirms that each director continues to perform their duties effectively, showing integrity and high ethical standards whilst maintaining sound, independent judgement in respect of all decisions taken at board level. It is the board's view that each director's contribution is, and continues to be, important to the Company's long-term sustainable success.

Biographical details for each of the directors standing for election or re-election can be found in the Appendix to this Notice of Annual General Meeting and on pages 24 to 25 of the 2026 Annual Report.

Resolutions 9 and 10 - Re-appointment of auditors and auditor's remuneration

The Company is required to appoint an auditor at each meeting at which financial statements are presented and KPMG LLP have indicated their willingness to continue in office. The audit and risk committee has reviewed KPMG LLP's effectiveness and recommends its re-appointment. Accordingly, resolutions 9 and 10, subject to the approval of the shareholders of the Company, re-appoint KPMG LLP as auditors of the Company and authorise the directors to determine the remuneration of the auditors.

Resolution 11 - Remuneration report

Shareholders will be requested to approve the remuneration report (excluding the directors' remuneration policy) for the financial period ended 31 May 2026 detailed on pages 44 to 56 of the 2026 annual report. In accordance with the Companies Act 2006 (the 'Act'), the vote on the remuneration report resolution is advisory and accordingly no remuneration is conditional on this resolution being passed.

Resolution 12 - Directors' power to allot relevant securities

Generally, the directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by shareholders.

If passed, resolution 12 will authorise the directors to allot ordinary shares in the Company (and to grant rights to subscribe for, or to convert any security into, ordinary shares in the Company) (i) up to an aggregate nominal amount equal to £550,747 (representing 11,014,940 ordinary shares) as reduced by allotment or grant of rights under paragraph (b) of the resolution in excess of this amount. This amount (before any reduction) represents approximately one-third of the Company's ordinary share capital as at 24 July 2026, being the latest practicable date before publication of this notice; and (ii) comprising equity securities in connection with a fully pre-emptive offer only, such as a rights issue or open offer, up to a nominal amount equal to £1,101,494 (representing 22,029,880 of ordinary shares) as reduced by any allotment or grant of rights under paragraph (a) of the resolution. This amount represents approximately two-thirds of the Company's ordinary share capital (excluding treasury shares) as at 24 July 2026.

If granted, this authority will expire at the conclusion of the Company's next Annual General Meeting or 15 months from the passing of the resolution (whichever is earlier). It is the directors' intention to renew the allotment authority each year.

The directors have no current intention to exercise either of the authorities sought under resolution 12. However, the directors consider that it is in the best interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional shareholder guidelines to allot shares or grant rights without the need for a general meeting should they determine that it is appropriate to do so.

This resolution complies with the latest edition of the Investment Association Share Capital Management Guidelines (the 'Investment Association Guidelines').

Resolution 13 - Disapplication of pre-emption rights on equity issues for cash

Resolution 13, if passed, would enable the directors to allot shares for cash on a non pre-emptive basis in limited circumstances. This authority would be limited to allotments of equity securities or sale of treasury shares for cash in connection with a fully pre-emptive offer, including an offer by way of a rights issue or open offer, and otherwise, to allotments of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £82,612 (representing 1,652,240 ordinary shares), which represents approximately 5% of the Company's issued share capital as at 24 July 2026, without having to first offer them to shareholders in proportion to their existing holdings.

In addition, in accordance with normal practice, the resolution would enable the board to deal with overseas shareholders and fractional entitlements as it thinks fit in the context of any pre-emptive offer, such as a rights issue or open offer.

If granted, this authority will expire at the conclusion of the Company's next Annual General Meeting or 15 months from the passing of the resolution (whichever is earlier). It is the directors' intention to renew this authority each year.

The directors are aware of the Pre-Emption Group's most recent Statement of Principles on Disapplying Pre-emption Rights published in November 2022 ('Statement of Principles') and the increased pre-emption disapplication limits which those guidelines permit. Whilst, in accordance with the Investment Association's Guidelines, the format of resolution 13 follows the template resolutions provided by the Pre-Emption Group (in so far as is applicable to the Company's situation), the directors consider a disapplication of 5% of the issued ordinary share capital of the Company to be appropriate for its present circumstances. The directors will keep emerging market practice under review.

The directors confirm that they will follow the shareholder protections in Part 2B of the Statement of Principles and also confirm that they will follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Statement of Principles.

The board has no current intention to exercise this authority.

Resolution 14 - Market purchase of own shares

A company may only purchase its own shares by either an off-market purchase, in pursuance of a contract approved in advance in accordance with section 694 of the Act or by a market purchase, authorised in accordance with section 701 of the Act. A 'market purchase' is one made through a 'recognised investment exchange'. Although the Act only requires an ordinary resolution, the Investment Association Guidelines recommend that the resolution should be passed as a special resolution. This resolution 14 authorises market purchases of the Company's own shares to be made but only within the limitations specified. In accordance with Investment Association Guidelines the maximum number of shares purchased under this authority must not exceed 3,304,480 ordinary shares (representing just under 10 per cent. of the Company's issued ordinary shares as at 24 July 2026). The resolution also states the minimum price which may be paid (being the nominal value of 5p per ordinary share) and the maximum price being the higher of: (i) an amount equal to 105 per cent of the average market value of an ordinary share in the Company for the five business days prior to the day on which the purchase is made; and (ii) the value of an ordinary share calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid for, any number of the Company's ordinary shares on the trading venue where the purchase is carried out.

As recommended by the Investment Association Guidelines, the Company renews this authority on an annual basis at each Annual General Meeting. The directors have no current intention of exercising this authority to purchase the Company's ordinary shares. As recommended by the Investment

Association Guidelines, the Company will only exercise this authority to make such a purchase in the market if the directors consider it is in the best interests

of the shareholders generally to do so and only if they considered the effect would be an increase in earnings per share.

The Company is permitted to hold shares it has purchased in treasury, as an alternative to cancelling them. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy options exercised under any of the Company's share schemes or executive share awards. Whilst held in treasury, the shares are not entitled to receive any dividend or dividend equivalent (apart from any issue of bonus shares) and have no voting rights. The directors believe it is appropriate for the Company to have the option to hold its own shares in treasury if, at a future date, the directors exercise this authority. The directors will have regard to investor group guidelines which may be in force at the time of any such purchase, holding or re-sale of shares held in treasury.

If granted, this authority will expire at the conclusion of the Company's next Annual General Meeting or 15 months after the passing of the resolution (whichever is earlier). It is the directors' intention to renew this authority each year.

Recommendation

The directors of the Company consider that all the proposals to be considered at the meeting are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.

The results of the voting on all resolutions will be announced via the Regulatory News Service and published on our website investor.games-workshop.com as soon as practicable following the conclusion of the AG

Appendix Director profiles Executive Directors Kevin Rountree, CEO Appointed: October 2008

Kevin joined Games Workshop in March 1998 as assistant group accountant. He then had various management roles within Games Workshop, including head of sales for the Other Activities division (including Black Library, Licensing and Sabertooth Games). Kevin was appointed to the board as CFO on 22 October 2008, COO in 2011 and CEO on 1 January 2015. He is a qualified chartered management accountant and prior to joining Games Workshop, Kevin was the management accountant at J Barbour & Sons Limited.

Liz Harrison, Group Finance Director

Appointed: September 2024

Liz joined Games Workshop in March 2000 as a finance manager for the German sales business. She has had various roles in finance and business analysis within Games Workshop and had been the group reporting manager since February 2013. Liz was appointed to the board as group finance director on 18 September 2024. Liz is a qualified chartered accountant and trained at Coopers and Lybrand.

Neil Tomlinson, COO

Appointed: June 2025

Neil joined Games Workshop in February 2018 as head of merchandise planning. He has had various management roles across the Group, including the position of global manufacturing and supply chain director. Neil was appointed to the board as group operations director on 2 June 2025 and COO on 31 May 2026. Prior to Games Workshop, Neil held management positions at J Sainsbury's and ASDA Walmart.

Non-Executive Directors

Mark Lam, Non-Executive Director and Chair

Appointed: April 2023

Mark was appointed to the board on 11 April 2023 and became non-executive chair on 1 November 2024. He is also currently a non-executive director of Lowland Investment Company plc and chair of the Royal Free London NHS Foundation Trust. Mark has many years of board experience in telecommunications and information technology. Mark was previously chief technology and information officer of Openreach and a senior executive at BT Group.

Randal Casson, Non-Executive Director and Senior Independent Director

Appointed: July 2022

Randal was appointed to the board on 1 July 2022 and became senior independent director on 26 November 2024. Randal qualified as a chartered accountant with PwC. He worked there for 35 years, the last 22 years of which he was an audit partner. He retired from PwC on 30 June 2022. He is also a non-executive director at The Smarter Web Company PLC.

Eric Maugein, Non-Executive Director

Appointed: February 2025

Eric was appointed to the board on 3 February 2025. Eric has more than 35 years of experience in the consumer goods sector and spent 20 years of his career at The LEGO Group. Most recently, Eric was the Regional President at The LEGO Group Asia Pacific. Eric has considerable experience in building and leading successful strategies for new markets in the Middle East, Europe and Asia, defining and implementing expansions in markets such as China and India.

Nilufer Kheraj, Non-Executive Director

Appointed: January 2026

Nilufer was appointed to the board on 1 January 2026. Nilufer's executive career was spent at Slaughter and May where she worked for 31 years, the last 27 as a partner in one of the firm's corporate and commercial groups. Nilufer has considerable experience across a range of industries and sectors and spent a large part of her career working with major financial institutions. Nilufer retired from Slaughter and May in 2021. She is a visiting professor at Oxford University, a non-executive director at Legal & General Group Plc and is a trustee at both Into University and Age UK.

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