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World Chess PLC

AGM Information Jun 25, 2025

9356_agm-r_2025-06-25_fdc41307-6883-4aa1-8b27-9be5d0df18e5.pdf

AGM Information

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THE COMPANIES ACT 2006

RESOLUTIONS

of

World Chess Plc (the "Company")

In compliance with UKLR 22.2.6 R

At the Annual General Meeting of the Company duly convened at The Shaftsbury Room, The Century Club, 61-63 Shaftesbury Avenue, London W1D 6LQ on 25 June 2025 the following resolutions were duly passed as ordinary and special resolutions.

ORDINARY RESOLUTION

  1. That pursuant to Section 551 of the Companies Act 2006, the Directors be and are generally and unconditionally authorised to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £28,604.35 being approximately 40% of the current issued share capital of the Company provided that this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next Annual General Meeting of the Company or 15 months after the passing of this resolution (if earlier) except that the Directors may before the expiry of such period make an offer or agreement which would or might require shares to be allotted or rights granted after the expiry of such period and the Directors may allot shares or grant rights in pursuance of that offer or agreement as if this authority had not expired.

SPECIAL RESOLUTIONS

  1. That, subject to the passing of resolution 11 above, the Directors be empowered pursuant to section 571 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution 11 above as if section 561 of the Act did not apply to such allotment, provided that this power shall be limited to the allotment of 11,667,187 Ordinary Shares of 0.01p in connection with the share subscription agreement announced on 8 February 2024.

    1. That, subject to the passing of resolution 11 above, the Directors be empowered pursuant to section 571 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution 11 above as if section 561 of the Act did not apply to such allotment, provided that this power shall be limited to the allotment of 16,666,667 Ordinary Shares of 0.01p in connection with the convertible loan note announced on 13 May 2025.
    1. That, subject to the passing of resolution 11 above, the Directors be empowered pursuant to section 571 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution 11 above as if section 561 of the Act did not apply to such allotment, provided that this power shall be limited to the allotment of an aggregate nominal amount of £25,028.80 being approximately 35% per cent. of the current issued share capital of the Company. Provided that the powers conferred by this resolution shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on a date which is either 15 months from the date of the passing of this resolution and the conclusion of the next Annual General Meeting of the Company (the "Section 571 Period") but so that the company may at any time prior to the expiry of the Section 571 Period make an offer or agreement which would or might require equity securities to be allotted pursuant to these authorities after the expiry of the Section 571 Period and the Directors may allot equity securities in pursuance of such offer or agreement as if the authorities hereby conferred had not expired.

Chairman

Date

[LEI Code 213800BKR3RT23F9DN71]

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