Antofagasta : 2025 Notice of AGM (ant034 nom web ready)

Notice of Annual General Meeting 2025

8 May 2025, 10:00 AM

Church House Westminster, Dean's Yard,

London SW1P 3NZ

This document is important and requires your immediate attention.

If you are in any doubt about its contents, you should consult a stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising in connection with shares and other securities.

If you have sold or otherwise transferred all of your shares in Antofagasta plc, please send this document, as soon as possible to the purchaser or transferee or to the stockbroker, bank, or other agent through whom the sale or transfer was effected so that they can be passed to the person who now owns the shares. This document should be read in conjunction with the Annual Report and Financial Statements of Antofagasta plc in respect of the year ended 31 December 2024.

Incorporated in England and Wales with Registered No. 01627889

Invitation from the Chairman

"The AGM is a valuable opportunity for you to ask questions to the Board and your participation in the AGM is important to the Company"

Dear shareholder

I am pleased to invite you to the 2025 Annual General Meeting (the "AGM") of Antofagasta plc (the "Company"). The AGM will be held at 10:00 am on 8 May 2025 at Church House Westminster, Dean's Yard, London SW1P 3NZ.

The AGM is an important event and the Board is keen to encourage shareholders to attend this year's AGM in person. Due to very low attendance by electronic means at our hybrid meetings a few years ago, we have again decided not to convene the AGM as a hybrid meeting.

The formal notice of AGM is set out on pages 2 to 4 and an explanation of the business to be considered and voted on at the AGM is set out on pages 5 to 8.

As you will see, the resolutions to be proposed at the AGM this year cover substantially the same business as has been covered in previous AGMs.

Vivianne Blanlot, a Non-Executive Director of the Company since 2014, has resigned as a Director with effect from 31 March 2025. As a result of her resignation, Ms. Blanlot will not be a Director as at the date of the AGM and is therefore not being proposed for re-election at the AGM. I would like to thank Vivianne for the tremendous contribution she has made to the Board.

Shareholders should check the Company's website and announcements for the latest information on any additional procedures that will be in place at the AGM or any changes to the current arrangements.

Action to be taken

You will find enclosed separate forms of proxy for use at the AGM of the ordinary shareholders and preference shareholders (as applicable). Please complete, sign and submit each enclosed form as soon as possible in accordance with the instructions printed on them, whether or not you intend to be present at the AGM. Completion of a form of proxy will not prevent you from attending in person and voting at the AGM should you subsequently decide to do so.

Whether you intend to attend the meeting or not, you are strongly encouraged to appoint a proxy in advance of the meeting using one of the methods detailed in this notice. If you appoint the Chairman of the meeting as your proxy, this will ensure your votes are cast in accordance with your wishes.

Forms of proxy should be deposited (or submitted electronically atwww.eproxyappointment.com), with the registrars of the Company, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible, but in any event no later than 10:00 am on 6 May 2025. CREST members wishing to use the CREST electronic appointment service are referred to Note 7 of the notice of AGM on page 9.

Recommendation

Your Directors consider that the resolutions described in this notice are in the best interests of shareholders as a whole and unanimously recommend shareholders to vote in favour of them.

Together with the Board, I would like to thank you for your continued support and look forward to meeting many shareholders on the day.

Yours sincerely

JEAN-PAUL LUKSIC

Chairman

Notice of Annual General Meeting

Notice is hereby given that the 2025 Annual General Meeting of Antofagasta plc (the "Company") will be held at Church House Westminster, Dean's Yard, London SW1P 3NZ on 8 May 2025 at 10:00 am, to consider and, if thought fit, pass the following resolutions.

Resolutions 18 to 21 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

1.	To receive the accounts and the reports of the
Directors and of the auditors for the year ended 31
December 2024.
2.	To approve the Directors' and CEO's Remuneration
Report for the year ended 31 December 2024.
3.	To declare a final dividend.
4.	To re-elect Jean-Paul Luksic as a Director.
5.	To re-elect Francisca Castro as a Director.
6.	To re-elect Ramón Jara as a Director.
7.	To re-elect Juan Claro as a Director.
8.	To re-elect Andrónico Luksic as a Director.
9.	To re-elect Michael Anglin as a Director.
10.	To re-elect Tony Jensen as a Director.
11.	To re-elect Eugenia Parot as a Director.
12.	To re-elect Heather Lawrence as a Director.
13.	To re-elect Tracey Kerr as a Director.
14.	To elect as a Director any person who has been
appointed as a Director by the Board in accordance
with Article 29.1 of the Company's Articles of
Association after 20 March 2025 but prior to this
Annual General Meeting.
15.	To re-appoint Deloitte LLP as auditors of the Company
to hold office from the conclusion of this meeting until
the conclusion of the next general meeting at which the
accounts are laid before the Company.
16.	To authorise the Audit and Risk Committee for and on
behalf of the Board to determine the remuneration of
the auditors.
17.	THAT, in substitution for all existing authorities, the
Directors be generally and unconditionally authorised in
accordance with section 551 of the Companies Act
2006 to exercise all the powers of the Company to allot
shares (as defined in section 540 of the Companies Act
2006) in the Company or grant rights to subscribe for
or to convert any security into shares in the Company:
(a) up to an aggregate nominal amount of £16,430,945;
and
2	Antofagasta plc Notice of Annual General Meeting 2025

(b) comprising equity securities (as defined in section 560(1)

of the Companies Act 2006) up to a further aggregate nominal amount of £16,430,945 in connection with an offer by way of a fully pre-emptive offer,

such authorities to apply until the earlier of the conclusion of the next annual general meeting of the Company or close of business on 7 August 2026 unless previously renewed, varied or revoked by the Company in general meeting, but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires, and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this Resolution 17 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Companies Act 2006) are to the nominal amount of shares that may be allotted pursuant to the rights.

For the purposes of this Resolution 17, "fully pre-emptive offer" means an offer:

• i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

• ii. to holders of other equity securities (as defined in section 560(1) of the Companies Act 2006) as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

to subscribe for further securities, including an offer to which the Directors may impose any limits or restrictions or make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

Special resolutions

18. THAT,in substitution for all existing authorities and subject to the passing of Resolution 17, the Directors be generally empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 17 and/or pursuant to section 573 of the Companies Act 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be limited:

(a) to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (b) of Resolution 17, such authority shall be limited to the allotment of equity securities in connection with an offer by way of a fully pre-emptive offer only):

• i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

• ii. (to holders of other equity securities (as defined in section 560(1) of the Companies Act 2006), as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with 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 or any other matter;

(b) to the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 17 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this Resolution 18) up to an aggregate nominal amount of £4,929,283 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights); and

(c)

to the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 17 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) or paragraph (b) of this Resolution 18) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this Resolution 18, 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,

such authority to apply until the earlier of the conclusion of the next annual general meeting of the Company or close of business on 7 August 2026 unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority hereby conferred had not expired.

For the purposes of this Resolution 18, "fully pre-emptive offer" has the same meaning as in Resolution 17 above.

Notice of Annual General Meeting continued

19. THAT, in addition to any authority granted under

Resolution 18, and subject to the passing of Resolution 17, the Directors be generally empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by paragraph (a) of Resolution 17 and/or pursuant to section 573 of the Companies

Act 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be limited:

(a) to the allotment of equity securities and/or sale of treasury shares for cash up to an aggregate nominal amount of £4,929,283 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights), such authority to be used only for the purposes 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 a specified capital investment of a kind contemplated by 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

(b)

to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this Resolution 19) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) of this Resolution 19, 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,

such authority to apply until the earlier of the conclusion of the next annual general meeting of the Company or close of business on 7 August 2026 unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

20. THAT the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 5p in the capital of the Company ("Ordinary Shares"), provided that:

(a)

the maximum aggregate number of Ordinary Shares authorised to be purchased is 98,585,669 (representing 10% of the issued ordinary share capital);

(b) the minimum price (excluding expenses) which may be paid for an Ordinary Share is 5p;

• (c) the maximum price (excluding expenses) which may be paid for an Ordinary Share shall be the higher of: (1) an amount equal to 105% of the average of the 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 that Ordinary Share is purchased; and (2) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out;

• (d) this authority shall apply until the earlier of the conclusion of the next annual general meeting of the Company or close of business on 7 August 2026; and

• (e) the Company may make a contract to purchase Ordinary Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of Ordinary Shares in pursuance of any such contract.

21. THAT a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

By order of the Board

JULIAN ANDERSON

Company Secretary

20 March 2025

103 Mount Street London W1K 2TJ

Registered in England and Wales Company No. 01627889

Explanatory notes to the resolutions

The explanatory notes that follow form part of the notice of the AGM and provide important information regarding the items of business to be considered at the AGM.

Resolutions 1 to 17 (inclusive) are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 18 to 21 (inclusive) are proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1

Annual Report and Financial Statements

Shareholders will be asked to receive the Annual Report and Financial Statements (the "Annual Report") of the Company for the year ended 31 December 2024, together with the reports of the Directors and auditors thereon. The financial statements contained in the Annual Report comply with International Financial Reporting Standards.

Resolution 2

Remuneration Report

Resolution 2 is to approve the Directors' and CEO's Remuneration Report, which sets out how the 2023 Directors' and CEO's Remuneration Policy was applied during the year ended 31 December 2024. The Directors' and CEO's Remuneration Report is included on pages 149 to 154 of the Annual Report and has been prepared in accordance with the requirements of section 421 of the Companies Act 2006 (and regulations made under that section) and the UK Corporate Governance Code.

The Directors' and CEO's Remuneration Policy was approved by shareholders at the annual general meeting on 10 May 2023 for a period of up to three years and is, therefore, not required to be put to shareholders for approval at this year's AGM. It will be put to shareholders for approval again no later than the annual general meeting in 2026.

The vote upon Resolution 2 is advisory. It is not specific to individual levels of remuneration and the Directors' entitlement to remuneration is not conditional on it.

The full Directors' and CEO's Remuneration Policy approved by shareholders at the 2023 annual general meeting can be found on the Remuneration & Talent section of the Company's website athttps://www.antofagasta.co.uk/about-us/ corporategovernance/board-committees.

Resolution 3

Declaration of final dividend

Resolution 3 is to declare a final dividend. If approved, a final dividend of 23.5 cents per ordinary share will be paid on

12 May 2025 to shareholders on the register at close of business on 22 April 2025. An interim dividend of 7.9 cents per ordinary share was paid on 30 September 2024. This gives total dividends per ordinary share proposed in relation to 2024 of 31.4 cents per share. The total amount of dividends to ordinary shareholders proposed in relation to 2024 will be $309.6 million.

Dividends are paid gross without deduction of United Kingdom income tax. The Company is a resident in the United Kingdom for tax purposes.

Resolutions 4 to 13

Re-election of current Directors

In accordance with provision 18 of the UK Corporate Governance Code, all the Directors are required to be subject to annual re-election by shareholders. Each of the Directors will stand for re-election at the AGM. The Chairman has confirmed that, following formal performance evaluation, all of those Directors continue to perform effectively and demonstrate commitment to their roles.

Biographical details for all the Directors at the date of this notice are set out on pages 12 to 17 to enable shareholders to take an informed decision on their re-election.

Resolutions 5, 9, 10, 11, 12 and 13 relate to the re-election of Francisca Castro, Michael Anglin, Tony Jensen, Eugenia Parot, Heather Lawrence and Tracey Kerr who are the Directors at the date of this notice who meet all of the independence criteria set out in provision 10 of the UK Corporate Governance Code and who the Board has determined are independent Directors for the purposes of the UK Corporate Governance Code (the "Independent Directors").

As the Company has a controlling shareholder, election or re-election of the Independent Directors must be approved by a majority vote of both:

• 1. the shareholders of the Company; and

• 2. the independent shareholders of the Company (that is, each shareholder of the Company entitled to vote on the election or re-election of Directors who is not a controlling shareholder of the Company).

Resolutions 5, 9, 10, 11, 12 and 13 are therefore being proposed as ordinary resolutions on which all shareholders may vote.

In addition, however, the Company will separately count the

number of votes cast by independent shareholders in favour of each resolution (as a proportion of the total votes of independent shareholders cast on each resolution) to determine whether the threshold referred to in 2 above has been met. The Company will announce the results of these resolutions on this basis as well as announcing the results of the ordinary resolutions of all shareholders.

For these purposes, the votes controlled by the E. Abaroa Foundation (which is a controlling shareholder of the Company as it controls more than 30% of the voting rights in the Company) and of the other shareholders with whom it is acting in concert will therefore be excluded when calculating the votes of the independent shareholders as referred to in 2 above.

Under the Listing Rules, if a resolution to elect or re-elect an Independent Director is not approved by a majority vote of both the shareholders as a whole and the independent shareholders of the Company at the AGM, a further resolution may be put forward to be approved by the shareholders as a whole at a general meeting which must be held more than 90 days after the date of the first vote but within 120 days of the first vote. Accordingly, if any of Resolutions 5, 9, 10, 11, 12 and 13 is not approved by a majority vote of the Company's independent shareholders at the AGM, the relevant Independent Director(s) will be treated as having been re-elected only for the period from the date of the AGM until the earlier of: (i) the close of any general meeting of the Company, convened for a date more than 90 days after the AGM but within 120 days of the AGM, to propose a further resolution to re-elect him or her; (ii) the date which is 120 days after the AGM; or (iii) the date of any announcement by the Board that it does not intend to hold a second vote. In the event that the Independent Director's re-election is approved by a majority vote of all shareholders at a second meeting, the Independent Director will then be re-elected until the next annual general meeting.

The Company is also required to provide details of: (i) any previous or existing relationship, transaction or arrangement between an Independent Director and the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder; (ii) why the Company considers the Independent Director will be an effective director; (iii) how the Company has determined that the Director is an independent Director; and (iv) the process by which the Company has selected the Independent Director. All applicable details are provided for the Independent Directors as part of their respective biographies below.

The Company has received confirmation from each of the Independent Directors that, except as disclosed in the biographical details set out on pages 12 to 17 he or she has

(or has had) no existing or previous relationship, transaction or arrangement with the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder.

Election of newly appointed Director

As at the date of this notice, the Board is considering the possibility of appointing an additional, independent non-executive director pursuant to Article 29.1 of the Company's Articles of Association. The appointment may take place before the AGM is held. According to Article 30.1 of the Company's Articles of Association, all directors shall retire from office unless appointed or reappointed at the next annual general meeting. Therefore, if the appointment takes places before the AGM, the AGM will be asked to consider and, if thought fit, approve a resolution for the election of that person. As the appointment is still under consideration, it is not possible to provide with this notice, the name of, or details concerning, any prospective director. The Company can confirm, however, that it will send to shareholders a copy of the announcement made by it pursuant to the Listing Rules in relation to the appointment of any new director if and when it is made, together with any other information of which shareholders should be aware. Assuming that the Board determines that a new director is an independent director, the resolution to elect him or her will be treated in the same way as the resolutions to re-elect the existing Independent Directors described above.

Resolution 15

Re-appointment of auditors

The Company is required at each general meeting at which financial statements are presented to appoint auditors to hold office until the end of the next such meeting. As mentioned in last year's notice of annual general meeting, following a tender of the Company's external audit during 2022, Deloitte LLP was selected as the Company's external auditors with effect from the 2024 financial year. The previous auditor, Pricewaterhouse Coopers LLP, resigned as auditors immediately after signing its report on the Annual Report and Deloitte LLP was then as auditors appointed by the Directors. Accordingly, Resolution 15 re-appoints Deloitte LLP as auditors to the Company from the end of this AGM until the end of the Company's next annual general meeting in 2026.

Resolution 16

Remuneration of the auditors

Resolution 16 is to authorise the Audit and Risk Committee (for and on behalf of the Board) to determine the remuneration of the auditors, Deloitte LLP.

Resolution 17

Authority to allot

The Companies Act 2006 prevents the Directors from allotting unissued shares of the Company unless they are authorised to do so by the shareholders in a general meeting or by the Articles of Association.

The Investment Association's Share Capital Management Guidelines state that its members will regard as routine an authority to allot up to two-thirds of the existing issued share capital, provided that any amount in excess of one-third of existing issued shares should be applied to fully pre-emptive offers only.

In accordance with these guidelines, the Directors are seeking authority to allot shares in the capital of the Company up to a maximum nominal amount of £32,861,890 (representing 657,237,800 ordinary shares of 5p each), which represents approximately two-thirds of the Company's issued ordinary share capital as at 19 March 2025 (being the last business day prior to the date of this notice). Of this amount, £16,430,945 (representing 328,618,900 ordinary shares of 5p each), which represents approximately one-third of the Company's issued ordinary share capital as at 19 March 2025 (being the last business day prior to the date of this notice), can only be allotted pursuant to a fully pre-emptive offer.

The authority will last until the earlier of the conclusion of the next annual general meeting of the Company or close of business on 7 August 2026.

The Directors have no present intention to exercise this authority. However, the Directors consider it appropriate to maintain the flexibility that this authority provides to be able to respond to market developments and to enable allotments to take place, if appropriate, to finance business opportunities as they arise.

As at 19 March 2025 (being the last business day prior to the date of this notice), no ordinary shares were held by the Company in treasury and the issued ordinary share capital of the Company has not changed since 20 March 2024.

Resolutions 18 and 19

Power of the Company to issue shares other than pro rata to its existing shareholders

The Companies Act 2006 prevents the Directors from issuing equity securities of the Company for cash other than pro rata to ordinary shareholders unless they are empowered to do so by special resolution or by the Articles of Association. Resolutions 18 and 19, which are proposed as special resolutions, will give the Directors the authority to allot ordinary shares or other equity securities (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings in certain circumstances and subject to certain limits.

These disapplication authorities in Resolutions 18 and 19 are in line with institutional shareholder guidance, and in particular, with the Statement of Principles of the Pre-Emption Group, as updated in November 2022 (the "Pre-Emption Group Principles"). The Pre-Emption Group Principles allow the following annual disapplication of pre-emption rights:

1.

10% of issued ordinary share capital which may be issued on an unrestricted basis;

2. an additional 10% of issued ordinary share capital which may be issued for either "an acquisition or specified capital investment"; and

3.

a limited follow-on offer to existing holders of securities not allocated shares under an issue made under either (1) or (2) above.

Resolution 18 will authorise the Directors to allot equity securities, pursuant to the authority given by Resolution 17, or to sell treasury shares for cash, in each case on a non-pre-emptive basis:

(a) up to an aggregate nominal amount of £32,861,890

(representing 657,237,800 ordinary shares of 5p each), which represents approximately two-thirds of the Company's issued ordinary share capital as at 19 March 2025 (being the last business day prior to the date of this notice), to existing ordinary shareholders in proportion to their existing holdings and to holders of other equity securities if required by the rights of those securities, in each case subject to the right of the Board to impose necessary or appropriate limitations to deal with, for example, fractional entitlements and regulatory matters. Of this amount, £16,430,945 (representing 328,618,900 ordinary shares of 5p each), which represents approximately one-third of the issued ordinary share capital of the Company as at 19 March 2025 (being the last business day prior to the date of this notice), can only be allotted pursuant to a fully pre-emptive offer;

• (b) separately, up to an aggregate nominal amount of £4,929,283 (representing 98,585,660 ordinary shares of 5p each), which represents slightly less than 10% of the issued ordinary share capital of the Company as at 19 March 2025 (being the last business day prior to the date of this notice); and

• (c) up to a further aggregate nominal amount of £985,856 (representing 19,717,120 ordinary shares of 5p each), which represents slightly less than 2% of the issued ordinary share capital of the Company as at 19 March 2025 (being the last business day prior to the date of this notice) for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles..

Resolution 19 will additionally authorise the Directors to allot equity securities or sell treasury shares for cash on a non-pre-emptive basis in connection with the financing

(or refinancing, if the authority is to be used within 12 months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously

with the allotment or which has taken place in the preceding 12-month period and is disclosed in the announcement of the allotment. The authority under Resolution 19 is limited to:

(d) up to an aggregate nominal amount of £4,929,283

(representing 98,585,660 ordinary shares of 5p each), which represents slightly less than 10% of the issued ordinary share capital of the Company as at 19 March 2025 (being the last business day prior to the date of this notice); and

(e)

up to a further aggregate nominal amount of £985,856 (representing 19,717,120 ordinary shares of 5p each), which represents slightly less than 2% of the issued ordinary share capital of the Company as at 19 March 2025 (being the last business day prior to the date of this notice) for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles.

Taken together, these authorities give the Directors authority to allot equity securities or to sell treasury shares for cash on a non- pre-emptive basis with an aggregate nominal value representing slightly less than 24% of the issued ordinary share capital of the Company as at 19 March 2025 (being the last business day prior to the date of this notice).

The authority in each of Resolution 18 and 19 includes the ability to issue up to 2% of the issued ordinary share capital of the Company for the purposes of a follow-on issue. The Pre-Emption Group Principles provide for follow-on offers as a possible means of enabling smaller and retail shareholders in the Company to participate in a non-pre-emptive equity issue when it may not be possible (for timing or other reasons) for them to participate in a particular placing being undertaken. The Pre-Emption Group Principles set out the expected features of any such follow-on offer, including in relation to qualifying shareholders, monetary caps on the amount qualifying shareholders can subscribe and the issue price of the shares.

The authorities in Resolutions 18 and 19 will last until the earlier of the conclusion of the next annual general meeting of the Company or close of business on 7 August 2026.

The Directors have no present intention to exercise these authorities. However, as with the authority in Resolution 17, the Directors consider it appropriate to maintain the flexibility that these authorities provide to be able to respond to market developments and to enable allotments to take place, if appropriate, to finance business opportunities as they arise, without making a pre-emptive offer to existing shareholders.

The Directors also confirm that they intend to follow the shareholder protections in Part 2B of the Pre-emption Group Principles as well as the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-emption Group Principles in relation to any follow-on offer.

Power of the Company to purchase its own shares

At the 2024 annual general meeting, the Company was granted authority to purchase up to 98,585,669 of its own ordinary shares (which represented 10% of the issued ordinary share capital of the Company). The Directors now propose that this authority should be renewed.

The Directors have no present intention to exercise the authority sought by this resolution. However, the Directors believe that it is in the best interests of the shareholders that the Company has the flexibility to make market purchases of its own ordinary shares. The Directors intend to exercise this power only when, in light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and is in the best interests of shareholders generally. Any ordinary shares purchased in this way will either be cancelled or held in treasury. Resolution 20, which is proposed as a special resolution, specifies not only the maximum number of ordinary shares that the Company may acquire, but also the maximum and minimum prices at which they may be bought.

This authority will last until the earlier of the conclusion of the next annual general meeting of the Company or close of business on 7 August 2026. It is the Directors' intention to renew such authority at each further annual general meeting of the Company.

As at 19 March 2025 (being the last business day prior to the date of this notice), the Company had no warrants or options to subscribe for equity shares outstanding.

Resolution 21

Notice of general meetings

The Companies Act 2006 provides that all general meetings (except annual general meetings) must be held on 21 clear days' notice unless shareholders agree on an annual basis to a shorter notice period. A resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice has been passed at each annual general meeting since this provision came into effect. This resolution, which is proposed as a special resolution, will renew the approval of the shorter notice period.

The shorter notice period will not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. The approval will be effective until the annual general meeting in 2026, when it is intended that a similar resolution will be proposed.

In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting in accordance with the Companies Act 2006.