Dar Global : Resolutions passed at the 2024 AGM

Company No. 14388348

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF DAR GLOBAL PLC

("THE COMPANY")

passed on 28 March 2024

At an Annual General Meeting of the Company, duly convened and held at the Park Tower Knightsbridge, 101 Knightsbridge, London, SW1X 7RN on Thursday 28th March 2024 at 11.00am, the following resolutions were passed, with Resolution 12 as an Ordinary Resolution and Resolutions 13, 14, 15 and 16 as Special Resolutions.

ORDINARY RESOLUTION

12. THAT the Directors be generally and unconditionally authorised, pursuant to and in accordance with section 551 of the Companies Act 2006 (the "Act"), to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company provided that such authority shall be limited to:

a) up to an aggregate nominal amount of USD 1,200,144 (representing two-thirds of the aggregate nominal value of the issued share capital as at the date of this notice); and

b) comprising equity securities (as defined in Section 560(1) of the Act) up to a further nominal amount of USD 600,072 (representing one-third of the aggregate nominal value of issued share capital as at the date of this notice) in connection with a pre-emptive offer:

(i) to holders of shares in proportion (as nearly as may be practicable) to their respective holdings; and

(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise considers necessary

and in both cases subject to such exclusions or other arrangements as the Directors 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.

This authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, 15 months from the date on which this Resolution was passed.

All previous unutilised authorities under section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).

SPECIAL RESOLUTION

13. THAT, if resolution 12 granting authority to allot shares is passed, the Board be authorised, pursuant to section 570 and section 573 of the Companies Act 2006, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited to:

a) allotments for rights issues and other pre-emptive issues;

b) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of USD 180,021 (being 10% of the ordinary share capital of the Company as at the date of this notice); and

c) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (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 Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights published by

the Pre-Emption Group.

Such authority to expire at the end of the next AGM of the Company or, if earlier, 15 months from the date on which this Resolution was passed 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 Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

14. THAT if Resolution 12 granting authority to allot shares is passed, the Board be authorised in addition to any authority granted under disapplication Resolution 13 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of USD 180,021 (being 10% of the ordinary share capital of the Company as at the date of this notice) 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 Board of the Company determines to be either 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) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) 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 (A) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group.

Such authority to expire at the end of the next AGM of the Company or, if earlier, 15 months from the date on which this Resolution was passed 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 Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired

15. THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares in the Company, on such terms and in such manner as the Directors shall from time to time determine, subject to the following conditions:

a) the maximum aggregate number of ordinary shares authorised to be purchased is 18,002,161 ordinary shares;

b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is USD 0.01 (being the nominal value of an ordinary share);

c) the maximum price (exclusive of expenses) which may be paid for each ordinary share shall not be more than the higher of:

i. an amount equal to 105% of the average middle market quotations of an ordinary share of the Company taken from 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. an amount equal to the higher of: (i) the price of the last independent trade of; and (ii) the highest current independent bid for, any number of ordinary shares on the trading venue where the purchase is carried out;

d) the authority conferred pursuant to this Resolution 15 shall expire (unless previously renewed, varied or revoked by the Company in a general meeting) at the conclusion of the next AGM of the Company to be held after the date of the passing of this Resolution or, if earlier, 15 months from the date of the passing of this Resolution unless such authority is renewed or revoked prior to this time;

e) the Company may at any time prior to such expiry enter into a contract or contracts under which a purchase of ordinary shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase ordinary shares in pursuance of any such contract or contracts as if the authority conferred had not expired or been revoked.

16. THAT a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice.