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Games Workshop Group PLC

AGM Information Sep 17, 2025

4735_agm-r_2025-09-17_64e5d476-571c-45fc-ad3d-8476f65d1a3b.pdf

AGM Information

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Company Name: GAMES WORKSHOP GROUP PLC Company Number: 02670969

ORDINARY AND SPECIAL RESOLUTIONS OF GAMES WORKSHOP GROUP PLC (THE "COMPANY")

Passed on 17 September 2025

At the Annual General Meeting of the Company duly convened and held on 17 September 2025, the following resolutions were duly passed.

Resolution 12

That:

  • (a) the amendments to the rules of the Games Workshop 2025 Sharesave Plan (the 'Plan') (including the Games Workshop 2025 International Sharesave Plan and US Sharesave Plan set out in the Appendix to the Plan) as shown in the marked up version of the Plan rules produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification be and they are hereby approved and the directors of the Company be and they are hereby authorised to adopt the amendments and to do all acts necessary and things which they may, in their discretion, consider necessary or expedient to give effect to the Plan; and
  • (b) the directors of the Company be and they are hereby authorised to adopt other plans based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories provided that any shares made available under such further schemes are treated as counting against any limits on individual or overall participation in the Plan.

Resolution 13

That, in accordance with section 551 of the Companies Act 2006 (the 'Act'), the directors of the Company (the 'directors' or the 'board') be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

  • (a) up to an aggregate nominal amount of £549,529 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (b) below in excess of such sum); and
  • (b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £1,099,058 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (a) above) in connection with a fully pre-emptive offer:
    • (i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
    • (ii) 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, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange.

The authorities conferred on the directors under paragraphs (a) and (b) shall, unless renewed, varied or revoked by the Company, expire on 16 December 2026 or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted and the directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares or grant rights to subscribe for or convert 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.

Resolution 14

That subject to the passing of resolution 13 above, the directors of the Company be given the general power pursuant to sections 570 to 573 of the Act to allot or make offers or agreements to allot equity securities for cash, either pursuant to the authority conferred by resolution 13 above or by way of a sale of treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

  • (a) the allotment of equity securities or sale of treasury shares for cash in connection with a fully pre-emptive offer or rights issue which shall mean an offer of equity securities open for acceptance for a period fixed by the directors to holders of equity securities on the register on a fixed record date in proportion (or as nearly as may be) to their respective holdings of such securities or in accordance with rights attached thereto but subject to such exclusions or other arrangements as the directors consider necessary or expedient in relation to treasury shares, fractional entitlements or any legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory; and
  • (b) the allotment of equity securities or sale of treasury shares (other than pursuant to paragraph (a) above) for cash up to an aggregate nominal amount of £82,429.

The power granted by this resolution will expire on 16 December 2026 or, if earlier, the conclusion of the Company's next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired. This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as if either section 89(1) of the Companies Act 1985 or section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities. For the purposes of this resolution the expression 'equity securities' and references to 'allotment of equity securities' respectively have the meanings given to them in section 560 of the Act.

Resolution 15

That the Company be and is hereby granted general and unconditional authority for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 5p each in the capital of the Company ('ordinary shares') on such terms and in such manner as the directors may from time to time determine provided that:

  • (a) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or on 16 December 2026, whichever is the earlier;
  • (b) the maximum aggregate number of ordinary shares that may be purchased is 3,297,175;
  • (c) the minimum price which may be paid for an ordinary share is 5p;
  • (d) the maximum price which may be paid for an ordinary share is the higher of: (i) an amount equal to 105 per cent of the average market value of an ordinary share in the

Company for the five business days prior to the day on which the purchase is made; and (ii) the value of an ordinary share calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid for, any number of the Company's ordinary shares on the trading venue where the purchase is carried out; and

(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 expiry of such authority, and may make a purchase of ordinary shares in pursuance of any such contract.

Ross Matthews Group Company Secretary

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