Alphawave IP Group PLC

AGM Information • Jun 27, 2024

THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ALPHAWAVE IP GROUP PLC (the "Company")

(Registered in England & Wales no 13073661)

At the Annual General Meeting of the Company held on 25 June 2024 at the offices of Linklaters
LLP, One Silk St, London EC2Y 8HQ, resolutions 12,16 and 17 was and the offices of Sendrumeeting of the Company held on 25 June 2024 at the offices of Linklaters
LLP, One Silk St, London EC2Y 8HQ, resolutions 12,16 and 17 were each passed as resolutions and resolutions 13 to 15 and 18 were each passed as special resolutions.

RESOLUTION 12 – DIRECTORS' GENERAL AUTHORITY TO ALLOT SHARES

That the Directors be generally and unconditionally authorised pursual be necordance
with Section 551 of the Act to exercise all the nowers of the Company of the Clares of th with Section be generally and inconditionally authorised pursuant to and in accordance
with Section 551 of the Act to exercise all the Company to allot shares in the and the course in the Act to exercise all the powers of the Company to allot shares in the Company.
Company or grant rights to subscribe for or to convert any security into s

• (a) up to an aggregate nominal amount of £2,436,343; and
• (b) comprising equity securities (as defined in Section 560(1) of the Act) up to a further and progress qualty occurities (as delined in Section 560(1) of the Act)
  nominal amount of £2,436,343 in connection with a pre-emptive offer,

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of
the Act and to expire at the conclusion of the next annual general manities the Act and to expire at the conclusion of the next annual general meeting of the Company of
on 30 June 2025, whichever is the next annual general meeting of the Company or of the control of ballio at the collension of the next annual general meeting of the Company of the Company of the Company may before
bone expirer make offers and enter into such expire, each, whichevel is the earlier, but, in each case, so that he Comment befor
be allotted offers and enter into agreements which would, or might, requires hares to be allotted or rights and enter into agreements which would, or might, require sees to be sees to be sees estered as a least as a least of a the authority fights to subscribe for or to converty.
the authority given by this resolution has expired.

For the purposes of this resolution:

• (a) "pre-emptive offer" means an offer of equity securities open for acceptance for a
  period fixed by the Directors to (i) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to the register
  respective holdings; and (ii) other persons of ordinary shares in proportion to their respective holdings; and (ii) other persons so entitled by virtue of the rights attach.
  to any other equity securities held by them hut subject to any other equity securities held by title of the of the rights attaching
  to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation of the arrangements as the Directors may deem necessary or expedient
  in relation to treasury shares, fractional entitlements, record dates or legal, regulatory ation and a subury Shares, fractional entitlements, record data.
  or practical problems in, or under the laws of, any territory; and
• (b) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal and and of of of of of convert any securities into shares of the Company
  amount of such shares which may be allotted pursuant to such rights.

RESOLUTION 13 – GENERAL AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

That, subject to the passing of Resolution 15 above, the Directors be authorised to allot equity.
securities (as defined in Section 560(1) of the Act) wholy for each we if Ca securities (as defined in Section 500(1) of the Act) wholly for cash as if Securities to allot equity.
Act did not apply to any such allotment, pursuant to the euther in a Act did not apply to any such allotment, pursuant to the Acthority given by Resolution 501(1) of the A
and/or where the allotment, pursuant to the authority given by Resoluti and/or where the allotherit, pursualt to the authority given by Resolution 15 above
and/or where the allotment constitutes an allotment of equity securities by virtue of Sect 560(3) of the Act, such authority to be limited to:

(a) allotments in connection with a pre-emptive offer; and

• (b) otherwise than in connection with a pre-emptive offer, allotments up to an aggregate in
  nominal amount of £730,903; and nominal amount of £730,903; and
• (c) otherwise than under paragraphs (a) and (b) above, allotments up to an aggregate nominal and endor puragraphs (a) and (b) above, allotments up to an aggregate
  nominal amount equal to 20 per cent. of any allotment made from time to time under paragraph (b) above, such authority to be used only for the purposes of me under
  follow-on offer which the Directors defermine for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated
  paragraph 3 of Section parage of the Statemine the Blectors determine to be of a kind contemplated by
  Rights most recently published by the Pre-Emption Creation Creation and of the Section 2D of the Statement of Principles on Disapplying Pre-Emption
  Rights most recently published by the Pre-Emption Group prior to the date of this

such authorities to expire at the end of the next annual general meeting of the Company, or
on 30 June 2025, whichever is the earlier, but in each sasa as that the Co on 30 June 2025, which out inte earlier, but in each case so that the Company, or
such expiry, make offers and enter, into earlier, but in each case so that the Company may, such expiry, make offers and enter into agreements which would, or might, be
securities to be allotter into agreements which would, or might, require equity securities to be allotte and enter the agreements which would, or might, no wire optive, by this extire
rescurition has expired, and the Directors may allot equity given by t resolution has expired, and the Directors may allot equity securities and sell treaving top this
under any such offer or agreement as if the authority bad not expired under any such offer or and the Difectors may allot equity securities as
Feather

For the purposes of this resolution:

• (a) "pre-emptive offer" has the same meaning as in Resolution 12 above;
  (b) reference at
• (b) references to an allotment of equity securities shall include a sale of treasury shares;
  and
• (c) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such senvort any securities into shares of the Company.
  ITION 11

RESOLUTION 14 – ADDITIONAL AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS FOR PURPOSES OF ACQUISITIONAL AUTHORITY TO DISAPPLY PR

FOR PURPOSES OF ACQUISITIONS OR CAPITAL INVESTMENTS

That, subject to the passing of Resolution 12 above and in addition to any authority granted
under Resolution 13 above, the Directors be authorised to allot equity one with under Resolution 13 above, the Directors be authorised to allot equity securities any authority
defined in Section 560(1) of the Directors be authorised to allot equity secur define as outlor 15 above, the Directors be allot any fully figure (and only grand of the least of the least of the least of the least of the east litered by Resolution 2001) of the Act) wholy for cash pursuant to the allotment of the alletting (
securities by virtue of Section 560(3) of the Act as if Section 561(1) of equility seem and 12 above and or where the allotment constitutes an allot arming gramed by
securities by virtue of Section 560(3) of the Act as if Section 561(1) of the Act did not a to any such allotment, such authority to be limited to:

• (a) allotments up to an aggregate nominal amount of £730,003, such authority to be used
  only for the an aggregate hommal amount of £730,903, such authority to be used
  twelve months of the original transaction which if the authority is to be used within twelve months of the original transaction which the authority is to bed within
  to be either an acquisition a transaction which the Directors deed within
  butt to be either an acquisition or a specified capital investment of a kind cos deterwhilling
  by the Statement of Principles on Disappling Pre-Ement of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently e of the members on Thileiples on Disapplying Pre-Emption Rights most recei
  published by the Pre-Emption Group prior to the date of this Notice of AGM; and
• (b) otherwise than under paragraph (a) above, allotments up to an aggregate nominal
  amount equal to 20 per cent. of any allotment made from to and to than thire paragraph (a) above, allotment made from time to in aggregate nominal
  amont equal to 20 per cent of any allotment made from time under peragraph (a) above, such authority to be used only for the purposes timman
  follow-on ofa) above, such authority to be used only for the purposes of making a for the starter (a) above, sach addionly for the purposes of making and of making and
  follow offer which the Directors determine to be of a kind contemplated by program 3 of Section 2B of the Statemine to Principles on Disappying Pre-Emption of Section 26 and 1 and 1 and 1 and 1 and 1 and 1 and 1 and 1 and in By John o of Socion 2B of the Statement of Principles on Disapplying Pre-Emption in
  Rights most recently published by the Pre-Emption Group prior to the date of this
  notice, notice,

such authorities to expire at the end of the next annual general meeting of the Company, or
such expiry, make off on 30 June 2025, whichever is earlier, but in each of the Company, or
on 30 June 2025, whichever is earlier, but in each case so that the Company, may, before
s and expiry, m r of the 2020, whichever is earlier, but in each case so that would of the Oompany, of one of one of one of one of one of one of one of one equity

securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired, and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this resolution, references to an allotment of equity securities shall include a sale of treasury shares.

RESOLUTION 15 - AUTHORITY TO PURCHASE OWN SHARES

That, subject to the passing of Resolution 16 above, the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of ordinary shares of £0.01 each in the capital of the Company provided that:

• (a) the maximum number of ordinary shares which may be purchased is 73,090,317;
• (b) the minimum price which may be paid for each ordinary share is £0.01; and
• (c) the maximum price, exclusive of expenses, which may be paid for any such ordinary share is an amount equal to the higher of: (i) 105 per cent. of the average of the closing price for an ordinary share of the Company as derived 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) the higher of the last independent trade and the highest current independent bid for an ordinary share of the Company as stipulated by Regulatory Technical Standards as referred to in Article 5(6) of the Market Abuse Regulation (as it forms part of UK law),

such authority to expire at the end of the next annual general meeting of the Company, or on 30 June 2025, whichever is earlier, but so that the Company may, before such expiry, contract to purchase ordinary shares under this authority and make a purchase of ordinary shares in pursuance of any such contract as if the authority had not expired.

RESOLUTION 16 - APPROVAL OF RULE 9 WAIVER

That the waiver granted by the Panel on Takeovers and Mergers of any obligation which might otherwise fall on the Founder Concert Party, both individually and collectively, to make an offer to the shareholders of the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers following any increase in its shareholding from approximately 42.77 per cent. to a maximum of 47.52 per cent. of the Company's share capital as a result of market purchases of Shares by the Company pursuant to the authority granted under Resolution 818, be and is hereby approved.

RESOLUTION 17 -- APPROVAL OF THE RULE 9 LTIP WAIVER RESOLUTION

That the waiver granted by the Panel of the obligation that would otherwise arise on any member of the Founder Concert Party, both individually and collectively, to make a general offer to the other Shareholders pursuant to Rule 9 of the City Code as a result of the vesting of the LTIP Award to Tony Pialis under the terms of the LTIP, that could potentially increase the aggregate interest in Shares carrying voting rights held by the members of the Founder Concert Party from 42.77 per cent. of the voting share capital of the Company, up to a maximum of approximately 42.86 per cent. of the Shares (carrying equivalent voting rights) (assuming no prior increase in the aggregate interest in Shares held by the members of the Founder Concert Party resulting from a buyback of Shares conducted in accordance with the terms of the Buyback Authority, pursuant to the waiver granted by Resolution 16) be and is hereby approved.

RESOLUTION 18 – NOTICE PERIOD FOR GENERAL MEETINGS OTHER THAN ANNUAL GENERAL MEETINGS

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

1 Chair