Alphawave IP Group PLC

author: "Kim Panisales"
date: 2025-06-18 10:07:00+00:00
processor: python-docx+mammoth
status: success

Company No. 13073661

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF ALPHAWAVE ip group PLC

(“THE COMPANY”)

(Registered in England & Wales no 13073661)

passed on 17 June 2025

At an Annual General Meeting of the Company, duly convened and held at the offices of Linklaters LLP, One Silk St, London EC2Y 8HQ on Tuesday 17TH June 2025 at 10.00am, the following resolutions were passed, with Resolutions 13, 17 to 19 as an Ordinary Resolution and Resolutions 14 to 16, and 20 as Special Resolutions.

ORDINARY RESOLUTION

That the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Act to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:
1. up to an aggregate nominal amount of £2,533,820; and
2. comprising equity securities (as defined in Section 560(1) of the Act) up to a further nominal amount of £2,533,820 in connection with pre-emptive offer,

This authority shall 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, so that the Company may, before such expiry, make offers and enter into agreements 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 given by this resolution has expired.

SPECIAL RESOLUTION

That, subject to the passing of Resolution 13 above, the Directors be authorised to and are generally empowered pursuant to section 570 and 573 of the Act to allot equity securities (as defined in Section 560(1) of the Act) wholly for cash as if Section 561(1) of the Act did not apply to any such allotment, pursuant to the authority given by Resolution 13 above and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act, such authority to be limited to:
1. allotments in connection with pre-emptive offer; and
2. otherwise than in convection with a pre-emptive offer, allotments up to an aggregate nominal amount of £760,146; and
3. otherwise than under paragraphs (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 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 of AGM

This authority shall 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 so that the Company may, before such expiry, 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 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.

SPECIAL RESOLUTION

That, subject to the passing of Resolution 13 above and in addition to any authority granted under Resolution 14 above, the Directors be and are generally empowered pursuant to sections 570 and 573 of the Act authorised to allot equity securities (as defined in Section 560(1) of the Act) wholly for cash pursuant to the authority granted by Resolution 13 above and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act as if Section 561(1) of the Act did not apply to any such allotment, such authority to be limited to:
allotments up to an aggregate nominal amount of £760,146, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months of the original transaction) a transaction which the Directors determine 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 of AGM; and
otherwise than under paragraph (a) above, allotments up to an aggregate nominal amount equal to 20 per cent. of any allotment made 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 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 of AGM,

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

SPECIAL RESOLUTION

That, subject to the passing of Resolution 17, 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:
the maximum number of ordinary shares which may be purchased is 76,014,627;
the minimum price which may be paid for each ordinary share is £0.01; and
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 price 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 2026, 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.

ORDINARY 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 an increase in the percentage of Shares carrying voting rights held by them following a buyback of Shares conducted in accordance with the terms of the Buyback Authority, that could potentially increase the aggregate interest in Shares carrying voting rights held by the members of the Founder Concert Party from 35.11 per cent. of the voting share capital of the Company, up to a maximum of approximately 39.01 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 the vesting of the 2025 LTIP Award to Tony Pialis, pursuant to the waiver granted by Resolution 18) be and is hereby approved.

ORDINARY 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 2025 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 35.11 per cent. of the voting share capital of the Company, up to a maximum of approximately 35.50 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 17) be and is hereby approved.

ORDINARY RESOLUTION

The amendment to the rules of the Alphawave IP Group PLC Long Term Incentive Plan (the “LTIP”) described in the Explanatory Notes to this resolution be approved.

SPECIAL RESOLUTION

THAT a general meeting, other than an AGM, may be called on not less than 14 clear days’ notice.

By order of the Board

Michael Conway, For and on Behalf of MUFG Corporate Governance Limited, Company Secretary

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