R8 Capital Investments : Resolutions passed at annual general meeting (special business)

Company No. 12794676

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ORDINARY AND SPECIAL RESOLUTIONS OF

R8 CAPITAL INVESTMENTS PLC

(Registered in England & Wales with Company Number 12794676)

The following Ordinary Resolution and Special Resolutions were duly passed at the Company's Annual General Meeting duly convened and held on Thursday, 14 September 2023 at Locke Lord (UK) LLP, 201 Bishopsgate, London, EC2M 3AB.

ORDINARY RESOLUTION

4. THAT, in accordance with section 551 of the Act, the Directors be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company ("Relevant Securities") up to a maximum aggregate nominal amount of:

1. £220,000 in connection with the issue of convertible loan notes and warrants to subscribe for ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") in the capital of the Company pursuant to an instrument executed by the Company on or around 28 June 2022; and
2. otherwise than pursuant to sub-paragraph (a) above, £350,000 or, if less, the nominal value of one third of the issued share capital of the Company at the date of this notice,

provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 14 December 2024 save 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 authority conferred had not expired. This Resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot shares or grant rights for or to convert any securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

SPECIAL RESOLUTIONS

5. THAT, subject to the passing of Resolution 4, the Directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given by Resolution 4 as if section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:

1. the allotment of equity securities pursuant to the authorities granted by sub-paragraph
   (a) of Resolution 4;
2. the allotment of equity securities pursuant to sub-paragraph (b) of Resolution 4 in connection with a rights issue or any other offer to holders of shares in proportion (as nearly as may be practicable) to their respective holdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may 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; and

Commercial inconfidence

1. otherwise than pursuant to sub-paragraphs (a) and (b) above, up to an aggregate nominal value of £104,800 or, if less, the nominal value of 10 per cent. of the issued share capital of the Company at the date of this notice,

and this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 14 December 2024, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby has not expired.

6. THAT, subject to the articles of association of the Company as in force from time to time, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

………………………………….

Eleanor Kenny

Company Secretary

R8 Capital Investments plc

14 September 2023

Commercial inconfidence