Company number: 08860879
Companies Act 2006
Ordinary and Special Resolutions of
IntegraFin Holdings plc (the "Company")
At an Annual General Meeting of the above Company, duly convened and held at the registered office on 26 February 2026 the following resolutions were duly passed:
Special Resolutions
Disapplication of pre-emption rights
Special resolution
16. That, if resolution 15 set out in this notice is passed, the directors of the Company be and are hereby empowered pursuant to section 570 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) for cash pursuant to the general authority conferred by resolution 15 above and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the 2006 Act, in each case, as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to:
16.1 any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the directors, to holders of Ordinary Shares on the register on any record date fixed by the directors in proportion (as nearly as may be) to the respective numbers of Ordinary Shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal, regulatory or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
16.2 any such allotment and/or sale, otherwise than pursuant to sub-paragraph 16.1 above, of equity securities having, in the case of Ordinary Shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into Ordinary Shares having an aggregate nominal value not exceeding £165,661.01 representing 5% of the aggregate nominal value of the issued share capital of the Company as at 6 January 2026,
such authority to expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) at the conclusion of the next AGM of the Company or within 15 months of the date of the passing of this resolution (whichever is the earlier), except that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/ or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.
Further disapplication of pre-emption rights for acquisitions or specified capital investment
Special resolution
17. That, if resolution 15 set out in the notice convening this meeting is passed, the directors of the Company be and are hereby empowered pursuant to section 570 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) for cash pursuant to the general authority conferred by resolution 18 above and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the 2006 Act, in each case, as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be:
17.1 limited to any such allotment and/or sale of equity securities having, in the case of Ordinary Shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into Ordinary Shares having an aggregate nominal value, not exceeding £165,661.01 representing 5% of the aggregate nominal value of the issued share capital of the Company as at 6 January 2026; and
17.2 used only for the purposes of financing (or refinancing, if the authority is to be used within six 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 in Dis-applying Pre-emption Rights most recently published by the Pre-emption Group to the date of this resolution,
such authority to expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) at the conclusion of the next AGM of the Company or within 15 months of the date of the passing of this resolution (whichever is the earlier), except that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/ or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired. IntegraFin Holdings plc Notice of Annual General Meeting 2026 7
Purchases of Ordinary Shares by the Company
Special resolution
18. That, the Company be and is generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the 2006 Act) of its Ordinary Shares, provided that, in doing so, it:
18.1 purchases not more than 33,132,201 shares representing 10% of the issued share capital of the Company, in aggregate as at 6 January 2026;
18.2 pays not less than one pence (excluding expenses) per Ordinary Share; and
18.3 pays a price per Ordinary Share that is not more (excluding expenses) per Ordinary Share than the higher of: (1) 105% of the average middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary Share is purchased; and (2) the amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange trading service (SETS),
such authority to expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) at the conclusion of the next AGM of the Company or within 15 months of the date of the passing of this resolution (whichever is the earlier), except that the Company may, if it agrees to purchase Ordinary Shares pursuant to the authority before it expires, complete the purchase wholly or partially after the authority expires.
Notice of general meetings
Special resolution
19. That a general meeting (other than an AGM) of the Company may be called on not less than 14 clear days' notice in accordance with section 307A of the 2006 Act.
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