Annual General Meeting

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Introduction to Notice of AGM 2026

The twelfth AGM of the Company will be held at 12:00 noon on 4 September 2026.

A number of Resolutions are being proposed in relation to the ordinary administrative business of the Company.  Full details of the Resolutions to be proposed are set out in the AGM Notice in Part 3 of the document and explanatory notes to the Resolutions are set out in Part 4 under the heading “Explanatory Notes to the Resolutions to be proposed at the AGM”.

The document explains in more detail one of the proposals which relates to the continuation of the Company, SPECIAL RESOLUTION 15 (the “Discontinuation Resolution”), and why the Board unanimously recommends that Shareholders VOTE AGAINST the Discontinuation Resolution.

Direct Link to AGM Notice 2026 here

 

 

The Board of Directors’ Full Voting Recommendations

Please find here a completed Form of Proxy example of how the Board would recommend voting at this AGM. As noted, there are two ways in which Shareholders can vote, either by ticking or putting an ‘X’ in the first box to select voting in line with the Board’s recommendations or by selecting the individual resolutions below.

AGM 2026 Voting example

 

Background and Rationale to Vote Against Discontinuation (Special Resolution 15)

The Discontinuation Resolution asks whether the Company should continue in its present form. Your Board has already taken action to deliver a range of solutions that we believe should create more value for Shareholders than the options available following a decision to discontinue.

To restate these actions: we have completed a comprehensive Strategic Review; we have adopted and started to implement a Strategic Reset as the best available strategy within our control if the Company does continue; and on 15 July 2026, initiated a Formal Sale Process. By progressing the Strategic Reset alongside the Formal Sale Process, the Company remains focussed on clear strategic imperatives and can continue to adapt as its core markets evolve.

Whilst required by the Articles to propose the Discontinuation Resolution, your Board believes it would be CONTRARY TO SHAREHOLDERS’ INTERESTS to vote for Discontinuation of the Company – a decision to Discontinue would make the Company a forced seller and could materially impact the ability to maximise value for Shareholders in current market conditions.

I reiterate that the Board strongly believes that Shareholders are best served through the disciplined pursuit of the path the Board has set out: progressing with the Formal Sales Process where the Company is in control of the process, as well as progressing the Strategic Reset to strengthen the balance sheet and re-position the Company to realise the value embedded in the portfolio should macro-economic conditions improve.

Your Board fully agrees with Shareholders that change is needed and has taken decisive action to effect that change. But it equally believes that forcing the business into an accelerated sale would not be in your interests. We therefore recommend you VOTE AGAINST discontinuation.