(Incorporated in England and Wales with registered number 04175777)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Gaming Realms PLC (the "Company") will be held at 11:00 a.m. on 10 June 2026 at 2 Valentine Place, London, SE1 8QH for the purpose of considering and, if thought fit, passing resolutions 1 to 10 as ordinary resolutions and resolutions 11 to 13 as special resolutions ("AGM Notice"). ORDINARY RESOLUTIONS Statutory accountsTo receive, approve and adopt the statement of accounts for the financial year ended 31 December 2025 together with the reports of the Directors and the auditors thereon.
Re-appointment of auditorsTo re-appoint BDO LLP as auditors to act as such until the conclusion of the next annual general meeting of the Company at which the requirements of section 437 of the Companies Act 2006 (the "Companies Act") are complied with and to authorise the Directors to fix their remuneration.
Re-appointment of DirectorsTo re-elect Michael Buckley as a Director.
To re-elect Geoffrey Green as a Director.
To re-elect Anna Massion-Greenberg as a Director.
To re-elect Mark Wilson as a Director.
To re-elect Mark Segal as a Director.
To re-elect James Ryan as a Director.
To re-elect Mark Blandford as a Director.
Authority to allot Relevant SecuritiesThat the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act to exercise the powers of the Company to allot Relevant Securities (as defined below) up to an aggregate nominal amount of
£82,543 (being approximately 30 per cent. of the current issued share capital of the Company (excluding treasury shares) as at 6 May 2026 (being the latest practicable business day prior to the publication of this AGM Notice)) and provided that this authority shall, unless renewed, varied or revoked by the Company in general meeting, expire on the date falling 15 months from the date of the passing of this resolution, or if earlier at the annual general meeting of the Company to be held in 2027, save that the Company
may at any time before such expiry make an offer or agreement which might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities to be allotted in pursuance of such offer or agreement notwithstanding that the authority hereby conferred has expired. This authority is in substitution for all previous authorities conferred on the Directors in accordance with section 551 of the Companies Act.
In this AGM Notice, "Relevant Securities" means any shares in the capital of the Company and the grant of any right to subscribe for, or to convert any security into, shares in the capital of the Company ("Shares") but does not include the allotment of Shares or the grant of a right to subscribe for Shares in pursuance of an employees' share scheme or the allotment of Shares pursuant to any right to subscribe for, or to convert any security into Shares.
SPECIAL RESOLUTIONS Disapplication of pre-emption rights (General)That, subject to the passing of resolution 10, the Directors be generally empowered pursuant to section 570 of the Companies Act to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the general authority conferred on them by resolution 10 above (as varied from time to time by the Company in general meeting) and/or sell ordinary shares held by the Company as treasury shares as if section 561(1) of the Companies Act did not apply to any such allotment or sale PROVIDED THAT such power shall be limited to:
the allotment of equity securities in connection with a rights issue or any other offer to holders of Shares in proportion (as close as may be practicable) to their respective holdings and 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 or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;
the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) above of this resolution) to any person up to an aggregate nominal amount of £27,514 being approximately 10 per cent. of the Company's issued share capital (excluding treasury shares) at 6 May 2026 (being the latest practicable business day prior to the publication of this AGM Notice); and
the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraphs (a) or (b) of this resolution) to any person up to an aggregate nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under paragraph (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 Part 2B
of the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2022.
The authority conferred by this resolution shall expire on whichever is the earlier of the conclusion of the annual general meeting of the Company held in 2027 or the date falling 15 months from the date of the passing of this resolution (unless renewed varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted (or treasury shares be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) in pursuance of such offer or agreement notwithstanding that the power hereby conferred has expired.
Disapplication of pre-emption rights (Acquisition or Capital Investment)
That, subject to the passing of resolution 10, the Directors be authorised, in addition to any authority granted under resolution 11, to allot equity securities (as defined in section 560 of the Companies Act) and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, provided such authority shall be limited to:
the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £27,514 being approximately 10 per cent. of the Company's issued share capital (excluding treasury shares) at 6 May 2026 (being the latest practicable business day prior to the publication of this AGM Notice), to be used only for the purpose 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 published by the Pre-Emption Group in 2022; and
the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) above of this resolution) to any person up to an aggregate nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above of this resolution, 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 Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2022.
The authority conferred by this resolution shall expire on whichever is the earlier of the conclusion of the annual general meeting of the Company held in 2027 or the date falling 15 months from the date of the passing of this resolution (unless renewed varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted (or treasury shares be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) in pursuance of such offer or agreement notwithstanding that the power hereby conferred has expired.
Authority to purchase own shares
That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act, to make market purchases (as defined in section 693(4) of the Companies Act) of ordinary shares in the capital of the Company ("Ordinary Shares") provided that:
the maximum number of Ordinary Shares hereby authorised to be purchased is 27,514,360 (representing approximately 10 per cent. of the Company's ordinary shares in issue (excluding treasury shares) at 6 May 2026 (being the latest practicable business day prior to the publication of this AGM notice));
the minimum price (exclusive of expenses) which may be paid for such Ordinary Shares is the nominal amount thereof;
the maximum price which may be paid for each share is the higher of (i) 105 per cent of the average of the middle market quotations of the Company's ordinary shares as derived from the AIM Appendix to the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues on which the purchase is carried out; and
the authority shall expire at the conclusion of the annual general meeting of the Company held in 2027 or, if earlier, at the close of business on 20 August 2027 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which may be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.
Executive Chairman
Registered Office: 2 Valentine Place London
SE1 8QH
NotesThe following notes explain your general rights as a shareholder and your rights in relation to the Annual General Meeting.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that all shareholders who wish to attend and vote at the Annual General Meeting must be entered on the Company's register of members no later than 48 hours before the time fixed for the Annual General Meeting. Changes to entries on the register after that time will be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.
A member entitled to attend, speak and vote at the meeting has the right to appoint a proxy to exercise all or any of their rights to attend, speak and vote in their place. You should have received a proxy form with the notice of this meeting.
In the case of joint holders, such persons shall not have the right to vote individually in respect of an ordinary share. The vote of the person first named in the register of members of the Company tendering a vote, in person or by proxy in their name, will be accepted to the exclusion of the votes of the other joint holders.
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different ordinary shares. You may not appoint more than one proxy to exercise rights attached to any one ordinary share. To appoint more than one proxy you may photocopy the enclosed Form of Proxy. Please indicate the proxy holder's name and the number of ordinary shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of ordinary shares held by you). Please also indicate if the proxy instruction is one of multiple instructions given by you. All hard copy Forms of Proxy must be signed and should be returned together in the same envelope. Shareholders are strongly encouraged to submit their votes by appointing the Chairman of the Annual General Meeting as their proxy.
In order to be valid, a proxy appointment must be made and returned by one of the following methods:
by completion of the Form of Proxy, in hard copy form by post, or by courier to the registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY (the "Registrar");
in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below; or
by appointing your proxy electronically via the Registrar's website at https://www.investorcentre.co.uk/eproxy. You will need your Control Number, SRN & PIN which can be found on your Form of Proxy,
and in each case, the appointment must be received not less than 48 hours before the time for holding of the Annual General Meeting. In calculating such 48-hour period, no account
shall be taken of any part of a day that is not a working day. A shareholder that appoints a person to act on its behalf under any power of attorney or other authority and wishes to use method (a), (b) or (c) must return such power of attorney or other authority to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY prior to using such method and in any event not less than 48 hours before the time of the Annual General Meeting. If you hold your ordinary shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting a CREST message (a "CREST Proxy Instruction") in accordance with the procedures set out in the CREST manual so that it is received by the Registrar by no later than 11:00 a.m. on 8 June 2026.
If the Chairman, as a result of any proxy appointments, is given discretion as to how to cast the votes which are the subject of those proxies and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's securities already held by the Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the disclosure guidance and transparency rules of the United Kingdom Financial Conduct Authority ("Disclosure Guidance and Transparency Rules"), the Chairman will make the necessary notification to the Company and the Financial Conduct Authority. As a result, any member holding 3 per cent. or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and the Financial Conduct Authority.
In order for a proxy, or instruction made by means of CREST to be valid, the appropriate CREST Proxy Instruction must 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 message regardless of whether it relates to the Form of Proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent, Computershare Investor Services PLC (ID 3RA50), by the latest time(s) for receipt of Form of Proxies specified in the AGM Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001. 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 messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is therefore 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(s), to procure that his or her 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.
In the case of a shareholder which is a company, a hard copy Form of Proxy must be executed under its common seal or under the hand of an officer or attorney or other person duly authorised.
Any corporation which is a shareholder may by a resolution of its Directors or other governing body or by authority to be given under the hand of any officer duly authorised authorise such person or persons as it thinks fit to act as its representative (or, as the case may be, representatives) at the Annual General Meeting or to approve a resolution submitted in writing and the person or persons so authorised shall be entitled to exercise on behalf of the corporation which he or she represents the same powers (other than to appoint a proxy) as that corporation could exercise if it were an individual shareholder.
Completion and return of the Form of Proxy will not preclude a holder of ordinary shares from subsequently attending and voting in person at the Annual General Meeting should they so wish.
If you submit more than one valid Form of Proxy, the Form of Proxy received last before the latest time for the receipt of proxies will take precedence (regardless of its date or of the date of its execution). If the Company is unable to determine which Form of Proxy was last validly received, none of them shall be treated as valid in respect of the same.
To have the right to attend, speak and to vote at the Annual General Meeting (and also for the purpose of how many votes a holder of ordinary shares casts), a holder of ordinary shares must first have his or her name entered in the register of holders of ordinary shares by no later than 48 hours before the time fixed for the Annual General Meeting. Changes to entries on the register of holders of ordinary shares after that time shall be disregarded in determining the right of any holder of ordinary shares to attend and vote at the Annual General Meeting.
As at 6 May 2026 (being the latest practicable business day prior to the publication of this AGM Notice), the Company held 21,122,418 of its ordinary shares in treasury and had 275,143,596 ordinary shares in issue (excluding treasury shares). Accordingly, the total number of voting rights in the Company as at 6 May 2026 (being the latest practical business day prior to the publication of this AGM Notice) is 275,143,596.
A copy of this notice, and other information required by s311A CA 2006, can be found at https://www.gamingrealms.com.
EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETINGThe notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 10 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast in person or by proxy must be in favour of the resolution. Resolutions 11 to 13 are proposed as special resolutions. This means that for these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolutions.
ORDINARY RESOLUTIONSResolution 1:
Resolution 1 is proposed in order to lay the Annual Report 2025 before the shareholders.
The Company's Annual Report and accounts for the year ended 31st December 2025 may be found on the Company's website.
Resolution 2:
Resolution 2 proposes that the Company's existing auditor, BDO LLP, is re-appointed to hold office from the close of the Annual General Meeting to be held on 10 June 2026 until the close of the next annual general meeting and that the Directors are authorised to determine the auditor's remuneration.
Resolution 3:
Resolution 3 proposes that Michael Buckley, who retires by rotation, is re-appointed as a Director in accordance with the Company's Articles.
Resolution 4:
Resolution 4 proposes that Geoffrey Green, who retires by rotation, is re-appointed as a Director in accordance with the Company's Articles.
Resolution 5:
Resolution 5 proposes that Anna Massion-Greenberg, who retires by rotation, is reappointed as a Director in accordance with the Company's Articles.
Resolution 6:
Resolution 6 proposes that Mark Wilson, who retires by rotation, is re-appointed as a Director in accordance with the Company's Articles.
Resolution 7:
Resolution 7 proposes that Mark Segal, who retires by rotation, is re-appointed as a Director in accordance with the Company's Articles.
Resolution 8:
Resolution 8 proposes that James Ryan, who retires by rotation, is re-appointed as a Director in accordance with the Company's Articles.
Resolution 9:
Resolution 9 proposes that Mark Blandford, who retires by rotation, is re-appointed as a Director in accordance with the Company's Articles.
Resolution 10:
Resolution 10 proposes to give authority to the Directors to allot Relevant Securities up to an aggregate nominal amount of £82,543 being approximately 30 per cent. of the Company's current issued ordinary share capital (excluding treasury shares) as at 6 May 2026 (being the latest practicable business day prior to the publication of this AGM Notice). This is an authority for the Directors to allot Relevant Securities generally for a non-cash consideration and is in line with relevant corporate governance guidelines.
The authority sought under resolution 10 will expire on the date falling 15 months from the date of the passing of resolution 10 or, if earlier, at the annual general meeting of the Company to be held in 2027.
SPECIAL RESOLUTIONSResolution 11:
Resolution 11 proposes to disapply pre-emption rights of the Company. Section 561(1) of the Companies Act requires that on an allotment of equity securities (as defined in section 560 of the Companies Act) for cash, such equity securities are offered first to existing shareholders in proportion to their respective holdings at that time.
The Company is seeking general shareholder authority by way of special resolution to give the Directors of the Company authority to allot equity securities (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders on a pro-rata basis.
This authority would be limited to allotments or sales in connection with:
pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Directors would otherwise consider necessary;
otherwise than pursuant to (i) above, up to a maximum nominal amount of
£27,514, which represents approximately 10 per cent. of the Company's issued share capital (excluding treasury shares) as at 6 May 2026 (being the latest practicable business day prior to the publication of this AGM Notice); and
otherwise than pursuant to (i) and (ii) above, up to a maximum nominal amount equal to 20 per cent. of any allotment of equity securities under paragraph (ii) for the purposes of a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group's Statement of Principles 2022.
The authority sought under resolution 11 will expire on the date falling 15 months from the date of the passing of resolution 10 or, if earlier, at the annual general meeting of the Company to be held in 2027.
Resolution 12:
The Directors are seeking further authority under Resolution 12 which would be limited to allotments or sales:
up to a maximum nominal amount of £27,514 which represents approximately 10 per cent. of the issued ordinary share capital of the Company (excluding treasury shares) as at 6 May 2026 (being the latest practicable business day prior to the publication of this AGM Notice), for use only 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; and
otherwise than pursuant to (i) above, up to a maximum nominal amount equal to 20 per cent. of any allotment of equity securities under (i) for the purposes of a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group's Statement of Principles 2022.
The authority in Resolution 12 is in addition to the authority in Resolution 11.
The authority sought under this resolution will expire on the date falling 15 months from the date of the passing of this resolution or, if earlier, at the annual general meeting of the Company to be held in 2027.
Resolution 13:
Resolution 13 proposes to seek authority for the Company to make market purchases of its own ordinary shares. This resolution would renew the authority provided at the 2025 AGM and would authorise the Company to purchase up to a maximum of 27,514,360 ordinary shares, representing approximately 10 per cent. of the ordinary shares in issue (excluding treasury shares) at 6 May 2026 (being the latest practicable business day prior to the publication of this AGM Notice). The authority requested would expire at the end of the next annual general meeting of the Company to be held in 2027 or 20 August 2027 if earlier.
Ordinary shares purchased by the Company pursuant to this authority will either be cancelled or held in treasury. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares. The minimum price, exclusive of expenses, which may be paid for an ordinary share is the par value of an ordinary share. The maximum price, exclusive of expenses, which may be paid for each share purchased in the market is the higher of (i) an amount equal to 105 per cent. of the average market value for an ordinary share for the five business days immediately preceding the purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange.
On 31 March 2025, the Company announced the commencement of a buyback programme to
repurchase up to £6 million of its ordinary shares and on 3 March 2026, the Company announced that it would extend this buyback programme by a further £5 million of its ordinary shares. As at 6 May 2026 (being the latest practicable business day prior to the publication of this AGM Notice), the Company has repurchased 21,122,418 ordinary shares pursuant to the authorities granted at each of its 2024 and 2025 AGMs. The Directors intend to use the authority conferred by this resolution 13 to continue the buyback programme.

