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HYDROGENONE CAPITAL GROWTH PLC

Declaration of Voting Results & Voting Rights Announcements Jul 9, 2025

5075_agm-r_2025-07-09_df0d773b-9e9c-49f9-9423-43519299b932.pdf

Declaration of Voting Results & Voting Rights Announcements

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HYDROGENONE CAPITAL GROWTH PLC

(Incorporated in England and Wales with registered number 13340859)

ANNUAL GENERAL MEETING RESOLUTIONS

PASSED ON 27 JUNE 2025

At the Annual General Meeting of HydrogenOne Capital Growth plc (the "Company") duly convened at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU on 27 June 2025 at 01.00 p.m. the following resolutions were duly passed.

ORDINARY RESOLUTIONS

    1. To receive the Company's annual accounts for the year 31 December 2024.
    1. To approve the Director's Remuneration Policy included in the Annual Report for the year ended 31 December 2024.
    1. To approve the Directors' Remuneration Report included in the Annual Report for the year ended 31 December 2024.
    1. To re-elect Simon Hogan as a Director of the Company.
    1. To re-elect Afkenel Schipstra as a Director of the Company.
    1. To re-elect Abigail Rotheroe as a Director of the Company.
    1. To elect Erik Magnesen as a Director of the Company.
    1. To reappoint KPMG Channel Islands Limited as auditor to the Company.
    1. To authorise the Directors to fix the remuneration of the auditor until the conclusion of the next Annual General Meeting of the Company.
    1. That:
    2. a. the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company, or to grant rights to subscribe for or convert any security into shares in the Company, up to a maximum nominal amount of £128,819 or, if less, the amount that represents 10 per cent. of the nominal value of the Company's issued share capital (excluding treasury shares) on the date on which this resolution is passed; and
    3. b. the authority given by this resolution:
      • i. shall be in addition to all pre-existing authorities under section 551 of the Act; and
      • ii. unless renewed, revoked or varied in accordance with the Act, shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, on the expiry of 15 months from the date of passing of this resolution save that the Company may, before such expiry, make any offer or enter into an agreement which would or might require the allotment of shares in the Company, or the grant of rights to subscribe for or to convert any security into shares in the Company, after such expiry and the Directors may allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company in pursuance of such an offer or agreement as if such authority had not expired.

SPECIAL RESOLUTIONS

    1. That, subject to the passing of Resolution 10 set out in the Notice of Annual General Meeting (the "Allotment Authority"), the Directors be given power pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560(1) of the Act) for cash pursuant to the Allotment Authority, and to sell treasury shares for cash, as if section 561(1) of the Act did not apply to such allotment or sale, provided that such power:
    2. a. shall be limited to the allotment of equity securities or the sale of treasury shares up to an aggregate nominal amount of £128,819 or, if less, the amount that represents 10 per cent. of the nominal value of the Company's issued share capital (excluding treasury shares) on the date on which this resolution is passed;
    3. b. shall be in addition to all pre-existing powers under sections 570 and 573 of the Act; and
    4. c. shall expire at the same time as the Allotment Authority, save that the Company may, before expiry of the power conferred on the Directors by this resolution, make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if such power had not expired.
    1. 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 its Ordinary Shares of 1p each, provided that:
    2. a. the maximum number of Ordinary Shares hereby authorised to be purchased shall be 19,310,117 (representing 14.99 per cent. of the Company's issued Ordinary Share capital (excluding shares held in treasury) at the date of the notice of this meeting);
    3. b. the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is 1p;
    4. c. the maximum price (excluding expenses) which may be paid for an Ordinary Share is not more than the higher of (i) 5 per cent. above the average of the middle market quotations for the Ordinary Shares for the five business days; immediately before the day on which it purchases that share and (ii) the higher of the price of the last indep endent trade and the highest current independent bid for the Ordinary Shares;
    5. d. the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time; and
    6. e. the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority, which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract.
    1. That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the Company's next Annual General Meeting after the date of the passing of this resolution.

HJ Coyne For and on behalf of Apex Listed Companies Services (UK) Limited Company Secretary HydrogenOne Capital Growth Plc

Registered office: 4th Floor, 140 Aldersgate Street, London, England, EC1A 4HY

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