Glenveagh Properties : Notice of 2025 AGM

1 Glenveagh Properties plc Notice of Annual General Meeting 2025

Glenveagh Properties plc

(Incorporated in Ireland under the Companies Act 2014 - Company Registration Number 609461)

Chairman's letter to Shareholders

10 April 2025

Dear Shareholder,

The Annual General Meeting (AGM) of Glenveagh Properties plc (the Company) will be held at 1p.m. on 22 May 2025 at The Westbury Hotel, Dublin, D02 CH66, Ireland. The Annual Report and Financial Statements for the period ended 31 December 2024 are available to view and download from the Company's website: https://glenveagh.ie/corporate.

The Company recognises the importance of continuing engagement in the lead up to the meeting. Shareholders can submit questions for the Board in advance of the meeting by emailing the Company Secretary at [email protected]no later than 12p.m. on Friday 16 May 2025, or by sending a letter and evidence of your shareholding at least four (4) business days prior to the AGM by post to the Company Secretary at the Company's registered address. The procedures for doing so are described in more detail in the notes to the Notice of AGM.

All shareholders can vote by way of a proxy voting service. The manner in which voting by proxy can be completed differs depending on the manner in which you hold your shares. All proxy voting instructions whether submitted directly or through the Euroclear Bank or (via a holding of CDIs) CREST systems must be received by the Company's Registrar not less than 48 hours before the time appointed for the AGM or any adjournment of the AGM. However, persons holding through the Euroclear Bank or (via a holding of CDIs) CREST systems will also need to comply with any additional voting deadlines imposed by the respective service offerings. Again, all persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

The formal Notice of AGM appears on pages 7 to 13 (both inclusive) of this document and this letter explains the 15 resolutions to be proposed at the AGM.

Dematerialisation Update

Pursuant to the requirements of Irish company law, as of 1 January 2025, share certificates for the Company shall no longer be issued and are no longer valid as evidence of title to its shares, and entries on the register of members of the Company have been replaced by book-entry records ("Dematerialisation"). This change will impact all holders of securities in Irish public limited companies whose shares are listed on an EU or UK market and were previously in certificated (i.e. paper) form, including the Company. All paper share certificates which have previously been issued to shareholders have ceased to have legal effect for the purposes of ownership evidence and these certificates have been replaced with an electronic form of holding shares, which is maintained by the Company's Registrar, Computershare Investor Services (Ireland) Limited.

Whilst paper certificates are no longer valid, please be assured that your shareholding is otherwise unchanged but is instead held electronically. Further information in relation to Dematerialisation is available on our website at Glenveagh Corporate | Investors news and events.

2 Glenveagh Properties plc Notice of Annual General Meeting 2025

Resolution 1 - Financial statements, annual report and affairs of the Company

Resolution 1 is asking members to receive and consider the Financial Statements and the reports of the Directors and Auditors for the year ended 31 December 2024 and a review of the affairs of the Company. It should be noted that Resolution 1 is an advisory resolution and is not binding on the Company.

Resolution 2 - Report of the Remuneration Committee

Resolution 2 is asking members to receive and consider the Report of the Remuneration Committee as set out on page 80 of the 2024 Annual Report. It should be noted that Resolution 2 is an advisory resolution and is not binding on the Company.

Resolution 3 - Remuneration Policy

Resolution 3 is asking members to receive and consider the Remuneration Policy, details of which are set out on page 83 of the 2024 Annual Report. It should be noted that Resolution 3 is an advisory resolution and is not binding on the Company.

Resolution 4 - Appointment & re-appointment of Directors

Resolution 4 deals with the appointment and re-appointment of Directors. In accordance with the provisions of the UK Corporate Governance Code, the Directors will retire from office at the end of the AGM and will offer themselves for re-appointment. The names of the Directors together with a detailed description of the skills, expertise and experience that each of the Directors brings to the Board are set out on page 63 of the 2024 Annual Report.

The Board regularly reviews the performance of Directors. The Board is satisfied that all the Directors proposed for re-appointment have performed effectively and have demonstrated commitment to their respective roles.

Resolution 5 - Re-appointment of the Auditors

Resolution 5 is to re-appoint KPMG as auditors of the Company.

Resolution 6 - Remuneration of the Auditors

Resolution 6 authorises the Directors to determine the remuneration of the Company's auditors.

Resolution 7 - Board authority to allot shares

Resolution 7 seeks to authorise the Directors to allot shares. In July 2016, the Investment Association issued updated guidance relating to this authority. This guidance generally supports resolutions seeking authority to allot up to a separate and additional 33.33% of a company's issued share capital (excluding treasury shares) in addition to the 33.33% authority already supported where the additional authority is applied to allot shares pursuant to a rights issue.

Accordingly, Resolution 7 authorises the Directors to allot shares up to an aggregate nominal value of €365,529 (representing approximately 66.66% of the issued share capital of the Company (excluding treasury shares) as at 5p.m. on 21 March 2025 (the latest practicable date prior to the publication of this letter)) of which €182,765 (representing the separate and additional 33.33% of the issued share capital of the Company (excluding treasury shares) as at 5p.m. on 21 March 2025 (the latest practicable date prior to the publication of this letter) referred to above) may be applied to allot shares pursuant to a rights issue.

The Directors have no current intention of exercising this authority. If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed. This resolution is a common one at annual general meetings of companies listed on the main markets of the London Stock Exchange and/or Euronext Dublin and is in line with institutional shareholder guidance.

Resolutions 8 & 9 - Disapplication of statutory pre-emption rights in certain circumstances

Resolutions 8 and 9 will give the Directors the power to allot equity securities (essentially ordinary shares in the case of the Company) pursuant to the authority granted by Resolution 7 above for cash without complying with the pre-emption rights in the Companies Act 2014 in certain circumstances. The Companies Act 2014 provides for these pre-emption rights to be modified or disapplied.

This disapplication authority is in line with institutional shareholder guidance, and in particular within the limits set by the London-based PreEmption Group's Statement of Principles (the Pre-Emption Principles). The Pre Emption Principles were revised in November 2022 to allow companies to seek authority annually for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority up to 10% of a company's issued share capital for use on an unrestricted basis; and (ii) an additional authority up to a further 10% of a company's issued share capital for use in connection with either "an acquisition or specified capital investment" (as defined in the Pre Emption Principles) announced contemporaneously with the issue, or has taken place in the twelve month period preceding the announcement of the issue. In both cases, an additional authority of up to 2% may be sought for the purposes of making a follow-on offer (as described in further detail in the most recently published Pre-Emption Principles prior to the date of this letter).

3 Glenveagh Properties plc Notice of Annual General Meeting 2025

Accordingly, Resolution 8 is asking members to authorise the Directors to disapply the strict statutory pre-emption provisions in certain circumstances, being: (a) rights issues, open offers or other pre-emptive offers and subject thereto by way of placing or otherwise of any shares not taken up in such issue or offer; and/or (b) for allotments (other than by way of pre-emptive offers) up to an aggregate nominal value of €54,835 which represents approximately 10% of the total nominal value of the Company's issued ordinary share capital (excluding treasury shares) as at 5p.m. on 21 March 2025; (the latest practicable date prior to the publication of this document), plus a further authority of up to an aggregate nominal amount equal to 20% of any allotments or sales under Resolution 8(b) to be used only for the purposes of making a follow-on offer of the kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Statement of Principles.

As noted in Resolution 7 above and in accordance with the Pre Emption Principles, the Directors confirm that they have no current intention of issuing equity securities, whether under the authority granted under Resolution 8(b) or otherwise, other than in relation to the Company's employee share scheme or share incentive plan.

Furthermore, Resolution 9 is asking members to authorise the Directors to disapply the strict statutory pre emption provisions in additional circumstances, being for allotments (other than by way of pre-emptive offers) up to an additional aggregate nominal value of €54,835 which represents a further 10% of the total nominal value of the Company's issued ordinary share capital (excluding treasury shares) as at 5p.m. on

21 March 2025 (the latest practicable date prior to the publication of this document). In accordance with the Pre-Emption Principles, the Board confirms in relation to Resolution 9 that it intends that any use of the authority in excess of 10% of the Company's issued ordinary share capital (excluding treasury shares) would be only in connection with an acquisition or specified capital investment within the meaning of the Pre Emption Principles, further authority of up to an aggregate nominal amount equal to 20% of any allotments or sales under Resolution 9(a) to be used only for the purposes of making a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Pre Emption Group Statement

of Principles For this purpose and reflecting the Pre-Emption Principles, an 'acquisition or specified capital investment' means one that is announced contemporaneously with the issue of share capital, or that has taken place in the preceding 12 month period and is disclosed in the announcement of the issue.

If adopted, the authorities granted pursuant to Resolutions 8 and 9 will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed. These resolutions are common at annual general meetings of companies on the main markets of the London Stock Exchange and/or Euronext Dublin and are in line with institutional shareholder guidance, and in particular with the Pre-Emption Principles.

Resolution 10 - Authority to make market purchases

Resolution 10 is asking members to give the Company (and its subsidiaries) the authority to make market purchases and overseas market purchases provided that the maximum number of ordinary shares authorised to be acquired shall not exceed 10% of the issued ordinary share capital (excluding treasury shares) of the Company as at the date of the passing of this Resolution 10. If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed.

The authority being sought from members under Resolution 10 will provide that the minimum price (excluding expenses) which may be paid for such ordinary shares shall be an amount not less than the nominal value of the ordinary shares and the maximum price will be the higher of:

1. 5% above the average of the closing prices of the Company's ordinary shares taken from the Euronext Dublin Daily Official List and/or the London Stock Exchange Daily Official List (as the case may be depending on where the purchase is carried out) in each case for the five business days prior to the day the purchase is made (the Market Purchase Appropriate Price) or if on any such business day there shall be no dealing of ordinary shares on the trading venue where the purchase is carried out or a closing price is not otherwise available, the Market Purchase Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable; and
2. the amount stipulated by Article 3(2) of the Commission Delegated Regulation (EU) 2016/1052 relating to such regulatory technical standards for the conditions applicable to buy-backs and stabilisation (being the value of such an ordinary share calculated on the basis of the higher of the price quoted for: (i) the last independent trade; and (ii) the highest current independent purchase bid for any number of such ordinary shares on the trading venue where the purchase pursuant to the authority conferred by the resolution will be carried out).

4 Glenveagh Properties plc Notice of Annual General Meeting 2025

Resolution 11 - Authority to re-issue treasury shares

Resolution 11 is asking members to give the Company the authority to re-allot treasury shares pursuant to Section 1078 of the Companies Act 2014 and the re-allotment price range at which treasury shares may be re allotted is as follows:

1. the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the Treasury Share Appropriate Price; and
2. the minimum price at which a treasury share may be re-allotted off-market shall be an amount equal to 95% of the Treasury Share Appropriate Price (provided always that no treasury share shall be re-allotted at a price lower than its nominal value).

If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier), unless previously varied, revoked or renewed. (For the purpose of this resolution, Treasury Share Appropriate Price means the lower of the average of the closing prices of the Company's ordinary shares taken from the Euronext Dublin Daily Official List and the average of the closing prices of the Company's ordinary shares taken from the London Stock Exchange Daily Official List in each case for the five business days (in Dublin and London, respectively, as the case may be) prior to the day the re-issue is made (or if on any business day there shall be no dealing of ordinary shares on the trading venue or a closing price is not otherwise available, the Treasury Share Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable)).

Resolution 12 - Notice of general meetings

Resolution 12 allows the Directors to call a general meeting (other than an annual general meeting) on 14 clear days' notice where the purpose of the meeting is solely to consider one or more ordinary resolutions. Section 1102 of the Companies Act 2014 envisages that on an annual basis a company may pass a resolution such as this Resolution 12 to preserve its flexibility to call certain extraordinary general meetings, where appropriate, using the shorter notice period (14 clear days). This authority will be effective until the next annual general meeting of the Company, when it is intended that a similar resolution will be proposed. This resolution is a common one at annual general meetings of companies listed on the main markets of the London Stock Exchange and/or Euronext Dublin.

Resolutions 13 & 14 - Administrative changes to the share capital structure of the Company related to the conclusion of the founder share scheme and the cancellation of the founder shares and the deferred shares

The founder share scheme (FSS) provided for in the Company's Memorandum and Articles of Association has now concluded in accordance with the relevant provisions and process for doing so set out in the Company's Memorandum and Articles of Association. Pursuant to those provisions, all founder shares in issue at the conclusion of the FSS (that had not been previously converted or redeemed in accordance with the FSS) were converted on a one-for-one basis into deferred shares and subsequently surrendered to, and cancelled by, the Company. Accordingly, it is now proposed to make certain administrative changes to the Company's share capital structure to reflect the conclusion of the FSS and, as there are no longer any founder shares or deferred shares in issue as a result of the conclusion of the FSS and no other use for these now historic share classes is contemplated, to cancel the founder shares and deferred shares in the share capital of the Company. Two resolutions are proposed to effect these administrative changes: Resolution 13, as an ordinary resolution, proposes to cancel the founder shares and deferred shares; and Resolution 14, as a special resolution and subject to the approval of Resolution 13, proposes certain limited changes to the Memorandum and Articles of Association of the Company to (i) reflect the conclusion of the FSS and to remove all references and provisions related to the founder shares and the deferred shares and (ii) to reflect the cancellation of the founder shares and deferred shares.

Resolution 13 - Cancellation of Founder Shares and Deferred Shares

Resolution 13 is asking members to authorise the cancellation by the Company of the founder shares and the deferred shares.

Resolution 14 - Amendments to the Memorandum and Articles of Association of the Company

Resolution 14 proposes amendments to the Memorandum and Articles of Association of the Company to (i) reflect the conclusion of the FSS and to remove all references and provisions related to the founder shares and the deferred shares, (ii) reflect the cancellation of the founder shares and deferred shares, (iii) facilitate the conducting of general meetings wholly or partly by the use of electronic communications technology in accordance with the new arrangements in the Companies Act 2014 allowing for same, (iv) reflect Dematerialisation and (v) retain flexibility that previously existed in relation to the capitalisation of reserves.

The Company does not currently intend to hold any general meeting by the use of electronic communications technology but the Directors believe that it is important to retain the flexibility to do so in appropriate or exceptional circumstances.

An explanation of the proposed changes to the Memorandum and Articles of Association is set out in the Appendix to this letter. Resolution

14 is proposed as a special resolution and is subject to the approval of Resolution 13. A copy of the Memorandum and Articles of Association incorporating the proposed changes, together with a comparison against the existing Memorandum and Articles of Association (i) is available on the Company's website https://glenveagh.ie/corporate. (ii) is available for inspection at the Company's registered office from the date of this letter until the conclusion of the AGM and (iii) will be available for inspection at the AGM for at least fifteen minutes before, and for the duration of, the AGM.

5 Glenveagh Properties plc Notice of Annual General Meeting 2025

Resolution 15 - Amendments to Savings Related Share Option Scheme and Long Term Incentive Plan 2017

Resolution 15 proposes amendments to the rules of its employee share plans, as follows:

1. Savings Related Share Option Scheme (the SAYE Scheme)

The SAYE Scheme is an all-employee Revenue approved share option scheme which was approved by shareholders in 2018. No offers were made under the SAYE Scheme between 2021 and 2023 due to the absence of an available approved savings carrier in the Irish market. Irish Revenue has now approved a new savings carrier and therefore the Company relaunched the SAYE Scheme at the end of 2024 and intends to continue to utilise the SAYE Scheme for its Irish employees.

Shareholder approval is being sought for an amendment to the clause governing the limits on share capital, so that the number of shares issuable pursuant to options granted under the SAYE Scheme, when aggregated with shares issuable under any other employees' share scheme operated by the Company in the preceding ten year period, would not exceed 10% of the issued ordinary share capital of the Company. This reflects current guidelines in the Investment Association Principles of Remuneration (October 2024).

Minor administrative and drafting updates to the rules are also being made which are in line with Irish tax legislation and Revenue approval will be sought for all amendments.

2. Long Term Incentive Plan 2017 (LTIP)

The LTIP is an executive incentive plan which was approved by shareholders in 2017 under which the Remuneration Committee may grant options over shares to selected executives.

Shareholder approval is being sought for an amendment to the clause governing the limits on share capital, so that the number of shares issuable pursuant to options granted under the LTIP, when aggregated with shares issuable under any other employees' share scheme operated by the Company in the preceding ten year period, would not exceed 10% of the issued ordinary share capital of the Company. This reflects current guidelines in the Investment Association Principles of Remuneration (October 2024).

Minor administrative and drafting updates to the rules are also being made, including the addition of references to post exercise holding periods, to better align the LTIP rules with the remuneration policy approved by shareholders in 2022, under which share acquired by executive directors on the exercise of an option granted under the LTIP are subject to a minimum two year holding period.

Action to be taken

The action to be taken in order to vote on the Resolutions by (i) shareholders who hold in book-entry form and are directly registered on the register of members; (ii) shareholders who hold through a participant account in the Euroclear Bank System; or (iii) shareholders who hold in the CREST system by way of a CDI holding, is further described in the Statement of Procedures contained at the end of the Notice of AGM contained at the end of this document.

To be valid, the Form of Proxy must be returned so as to be received by the Company's Registrar, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland not later than 1p.m. on 20 May 2025.

Holdings through the Euroclear Bank System or (via a holding of CDIs) the CREST system will need to comply with the earlier voting deadlines imposed by the respective service offerings, as notified to such holders by, or on behalf of, Euroclear Bank and Euroclear UK. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

Recommendation

The Board of Directors is satisfied that each of the Resolutions set out in the Notice of AGM are in the best interests of the Company and its members as a whole. Accordingly, your Board of Directors unanimously recommends that you vote in favour of each of these resolutions to be proposed at the AGM.

John Mulcahy

Chairman 

6 Glenveagh Properties plc Notice of Annual General Meeting 2025

APPENDIX

Proposed changes to the Company's Memorandum and Articles of Association

Below is an explanation of the proposed changes to the Memorandum and Articles of Association of the Company, each of which is individually set out in full within Resolution 14. The changes proposed reflect (i) the conclusion of the FSS and the removal of all references and provisions related to the founder shares and the deferred shares, (ii) the cancellation of the founder shares and the deferred shares, (iii) facilitating the conducting of general meetings wholly or partly by the use of electronic communications technology in accordance with the new arrangements in the Companies Act 2014 allowing for same, (iv) Dematerialisation and (v) to retain flexibility that previously existed in relation to the capitalisation of reserves.

Subject to Resolutions 13 and 14 being passed at the AGM, the proposed changes will take immediate effect.

Paragraph (a) of Resolution 14 proposes amendments to the share capital clause of the Memorandum of Association to reflect the cancellation of the founder shares and the deferred shares.

Paragraph (b) of Resolution 14 proposes amendments to remove definitions relating to the founder shares and the deferred shares that are no longer required.

Paragraphs (c) and (d) of Resolution 14 proposes amendments to remove a duplication in the Articles of Association.

Paragraph (e) of Resolution 14 proposes amendments to the share capital clause of the Articles of Association to reflect the cancellation of the founder shares and the deferred shares.

Paragraph (f) of Resolution 14 proposes to delete articles 2.1, 2.2 and 2.3 in their entirety as they relate to the founder shares and the deferred shares.

Paragraphs (g) - (t) and paragraphs (bb) and (cc) of Resolution 14 proposes amendments to reflect Dematerialisation.

Paragraphs (u) - (y) of Resolution 14 proposes amendments to facilitate the conducting of general meetings wholly or partly by the use of electronic communications technology in accordance with the new arrangements in the Companies Act 2014.

Paragraphs (z) - (aa) proposes amendments to retain flexibility that previously existed in relation to the capitalisation of reserves.

7 Glenveagh Properties plc Notice of Annual General Meeting 2025

Notice of

Annual General Meeting

of Glenveagh Properties plc (the Company)

NOTICE is hereby given that the annual general meeting of the Company will be held at The Westbury, Dublin, D02 CH66, Ireland, on 22 May

2025 at 1p.m. (AGM) for the following purposes:

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. To receive and consider the accounts for the period ended 31 December 2024 together with the reports of the Directors and Auditors thereon and a review of the affairs of the Company.
2. To receive and consider the Report of the Remuneration Committee for the period ended 31 December 2024.
3. To receive and consider the Remuneration Policy.
4. By separate resolutions, to appoint/re-appoint the following Directors:
5. 1. re-appointmentof John Mulcahy;
   2. re-appointmentof Stephen Garvey;
   3. re-appointmentof Cara Ryan;
   4. re-appointmentof Pat McCann;
   5. re-appointmentof Camilla Hughes;
   6. re-appointmentof Emer Finnan;
   7. re-appointmentof Lorna Conn;
   8. re-appointmentof Max Steinebach; and
   9. re-appointmentof Conor Murtagh.
6. To re appoint KPMG as the auditor of the Company (Auditors) to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the Company.
7. To authorise the Directors to determine the remuneration of the Auditors.

8 Glenveagh Properties plc Notice of Annual General Meeting 2025

7. The Directors be and are hereby generally and unconditionally authorised, pursuant to Section 1021 of the Companies Act 2014, to exercise all of the powers of the Company to allot and issue all relevant securities of the Company (within the meaning of Section 1021 of the Companies Act 2014):

1. without prejudice to or limitation of any power and authority granted under paragraph (b) of this Resolution 6, up to an aggregate nominal amount of €182,765 representing approximately 33.3% of the aggregate nominal value of the issued share capital of the Company (excluding treasury shares) as at 5p.m. on 21 March 2025 (being the latest practicable date prior to the date of this Notice of AGM); and
2. without prejudice to or limitation of any power and authority granted under paragraph (a) of this Resolution 6, up to an aggregate nominal value of €182,765 representing a further approximately 33.33% of the aggregate nominal value of the issued share capital (excluding treasury shares) of the Company as at 5p.m. on 21 March 2025 (being the latest practicable date prior to the date of this Notice of AGM) provided that any equity securities (as defined in Section 1023(1) of the Companies Act 2014) allotted pursuant to the authority in this paragraph (b) of Resolution 6 are offered by way of one or more rights issues open for a period or periods fixed by the Directors to or in favour collectively of the holders of equity securities on the register of members and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any share option scheme or share incentive plan of the Company then in force) at such record dates as the Directors may determine and where the equity securities respectively attributable to the interests of such holders are proportional in nominal value (as near as may be reasonable) to the respective number of equity securities held by them on such record dates, and subject generally to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems (including dealing with any fractional entitlements and/or arising in respect of any overseas shareholders) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory.

The authority hereby conferred shall commence at the time of the passing of this Resolution 6 and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution 6 or at midnight on the date which is 15 calendar months after the date of passing this Resolution 6 (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended prior to such date; provided that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred by this Resolution 6 had not expired.

To consider and, if thought fit, to pass the following resolutions as special resolutions:

8. That, subject to and conditional upon Resolution 7 of this Notice of AGM being passed, and in addition and without prejudice to or limitation of any power and authority granted under Resolution 9, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby empowered to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 6 of this Notice of AGM as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effective from the time of passing of this Resolution 7 and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution 8 or at midnight on the date which is 15 calendar months after the date of passing this Resolution 8 (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended prior to such date but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and such power being limited to:

1. the allotment of equity securities in connection with any one or more offer of securities, open for a period or periods fixed by the Directors, by way of rights issue, open offer, other invitation or otherwise to or in favour collectively of the holders of ordinary shares and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any Company employee share schemes or share incentive plans then in force) at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may
   be reasonably be) to the respective number of ordinary shares held by them and subject thereto to the allotment in any case by way of placing or otherwise of any securities not taken up in such issue or offer to such persons as the Directors may determine; and generally, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems (including dealing with any fractional entitlements and/or arising in respect of any overseas shareholders) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory; and/or
2. the allotment of equity securities up to a maximum aggregate nominal value of €54,835, which represents approximately 10% of the issued ordinary share capital of the Company (excluding treasury shares) as at 5p.m. on 21 March 2025; and/or
3. the allotment of equity securities or sale of treasury shares (other than under paragraph (a) or (b) above) up to a nominal amount equal to 20% 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 Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and/or