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SUPPLY@ME CAPITAL PLC

Pre-Annual General Meeting Information Nov 6, 2025

5037_agm-r_2025-11-06_33aa6a53-2dcb-4294-9de0-249c8af3a69c.pdf

Pre-Annual General Meeting Information

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THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION

If you are in any doubt about the contents of this document ("Notice") or as to what action you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended, if you are in the United Kingdom of Great Britain and Northern Ireland ("UK") or, if not, another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your ordinary shares of nominal value £0.00002 each in the capital of Supply@ME Capital plc (the "Company") ("Ordinary Shares"), please forward this Notice, together with the accompanying form of proxy ("Form of Proxy"), as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into the United States, Canada, Australia, the Republic of South Africa or Japan or to any other jurisdiction if to do so would constitute a violation of the laws of such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares, please retain this Notice and the accompanying Form of Proxy and contact the stockbroker, bank or other agent who arranged the sale or transfer as soon as possible.

The distribution of this Notice in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this Notice comes should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdictions.

Supply@ME Capital plc

(Incorporated in England and Wales with company number 03936915)

Notice of Annual General Meeting

This Notice should be read in its entirety. Your attention is drawn to the letter from the Board of Directors of the Company (the "Board" or "Directors") set out on pages 1 to 4 of this Notice, which sets out the Directors' recommendations as to voting at the Annual General Meeting of the Company (the "AGM").

Notice of an Annual General Meeting of Supply@ME Capital plc, to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD, United Kingdom on 4 December 2025 at 11.00 a.m. is set out on pages 5 and 6 of this Notice.

Your attention is drawn to the letter from the Board on pages 1 to 4 of this Notice. Shareholders of the Company ("Shareholders" and each, a "Shareholder") are requested to complete, sign and return the Form of Proxy accompanying this Notice to the Company's registrar, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, United Kingdom (the "Registrar") as soon as possible but in any event so as to be received by the Registrar by no later than 11.00 a.m. on 2 December 2025 or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting (excluding weekends and public holidays). Returning a Form of Proxy will not preclude a Shareholder from attending and voting at the AGM in person.

LETTER FROM THE CHAIR ON BEHALF OF THE BOARD OF DIRECTORS

SUPPLY@ME CAPITAL PLC (the "Company")

(Incorporated and registered in England and Wales, with company number 03936915)

Albert Ganyushin, Independent Chair and Non-Executive Director Alessandro Zamboni, Chief Executive Officer and Executive Director David Bull, Independent Non-Executive Director Alexandra Galligan, Independent Non-Executive Director

Directors: Registered office: 27/28 Eastcastle Street London W1W 8DH United Kingdom

5 November 2025

Dear Shareholder,

Notice of Annual General Meeting

1. Introduction

We are pleased to present the details of the Company's Annual General Meeting (the "AGM") which will be held at the offices of the Company's legal advisers, Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD, United Kingdom at 11.00 a.m. on Thursday, 4 December 2025.

Under the Company's Articles of Association ("Articles"), the Company is obliged to hold an Annual General Meeting once a year. It provides Shareholders with the opportunity to meet the Directors and to discuss the business of the AGM.

The Company announced its financial results for the year ended 31 December 2024 on 13 October 2025. The Annual Report and Accounts of the Company for the financial year ended 31 December 2024 ("2024 Annual Report and Accounts") is available for inspection on the Company's website, https://www.supplymecapital.com/page-results-and-reports/ in accordance with the Financial Conduct Authority's ("FCA") Disclosure Guidance and Transparency Rule 6.3.5R(3), and, in accordance with Listing Rule 14.3.6. Copies of the Notice of AGM and Form of Proxy will be submitted to the National Storage Mechanism maintained by the FCA and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

2. Annual General Meeting

On pages 5 and 6 of this Notice, you will find the notice convening the AGM, which is to be held on Thursday, 4 December 2025 at 11.00 a.m.

A summary of the action you should take is set out on pages 7 and 8 and in the notes to the Form of Proxy that accompanies this Notice.

The purpose of the AGM is to consider and, if thought fit, to pass the Resolutions, in each case as set out in full in this Notice. Resolutions 1 to 7 inclusive will be proposed as ordinary resolutions and Resolutions 8 and 9 will be proposed as special resolutions:

  • Resolution 1: To receive the Annual Report and Accounts for the financial year ended 31 December 2024 (the "2024 Annual Report and Accounts"), together with the Directors' Report, Strategic Report and Auditors' Report on those accounts.
  • Resolution 2: To approve the Directors' Remuneration Report for the financial year ended 31 December 2024 ("Remuneration Report").

  • Resolution 3: To appoint Bright Grahame Murray as auditors of the Company ("Auditors").

  • Resolution 4: To authorise the Directors to determine the amount of the Auditors' remuneration.
  • Resolution 5: To re-appoint Mr. Alessandro Zamboni as an Executive Director of the Company.
  • Resolution 6: To re-appoint Mr. David Bull as a Non-Executive Director of the Company.
  • Resolution 7: To authorise the Directors to (i) allot shares or to grant rights to subscribe for or to convert any security into shares in relation to any warrants; and (ii) provide a further general authority to allot and issue Ordinary Shares or to grant rights to subscribe for or to convert any security into shares representing at least 10% of the nominal value of the issued ordinary share capital of the Company rounded to the nearest sterling.
  • Resolution 8: To authorise the Directors to disapply pre-emption rights in respect of the authorities granted pursuant to Resolution 7.
  • Resolution 9: To authorise the Company to call (other than an annual general meeting) on not less than 14 clear days' notice.

3. Explanatory Notes to the Resolutions

Ordinary Resolutions

  • Resolution 1: The Directors are required under the Companies Act 2006 (the "Companies Act") to present the annual accounts, Directors' report and the Auditors' report on the accounts to the Annual General Meeting.
  • Resolution 2: Resolution 2 seeks Shareholder approval of the Directors' Remuneration Report as set out on pages 65 to 86 in the 2024 Annual Report and Accounts. The vote is advisory in nature and therefore no entitlement to remuneration is conditional on the passing of Resolution 2.

Resolutions 3 and 4:

The Company is required to appoint the Auditor on an annual basis, which it is seeking authority for pursuant to Resolution 3. Bright Grahame Murray acted as the Auditor for the year ended 31 December 2024 and have indicated their willingness to continue in office until the conclusion of the next Annual General Meeting and the Directors have considered the terms of appointment and service provided by Bright Grahame Murray and are comfortable that they should remain as the Auditors.

Resolution 4 gives the Directors authority to agree the Auditors' remuneration.

Resolutions 5 and 6:

Biographical details of the Directors proposed to be re-appointed at the Annual General Meeting can be found on pages 46 and 48 of the 2024 Annual Report and Accounts made available to Shareholders on the Company's website: https://www.supplymecapital.com/page-results-and-reports/. In accordance with article 77 of the Articles, Mr. Alessandro Zamboni and Mr. David Bull will be seeking reappointment. In proposing the re-appointment of the Directors, the Chairman of the Company has confirmed that each individual continues to make an effective and valuable contribution to the Board and demonstrates commitment to their role.

Resolution 7: Resolution 7 seeks authorisation for the Directors to be provided with a general authority allot and issue Ordinary shares or Warrants. This general authority would permit the Directors to allot and issue Ordinary shares or Warrants representing at least 10% of the nominal value of the issued ordinary share capital of the Company rounded to the nearest sterling as at the date of this Notice.

Special Resolutions

Resolution 8: Resolution 8 seeks authorisation for the Directors to disapply pre-emption rights in respect of the authorities granted pursuant to Resolution 7. This authority represents at least 10% of the nominal value of the issued ordinary share capital of the Company rounded to the nearest sterling at the date of this Notice. For the purpose of section 571 of the Companies Act, the Directors consider that the general authority sought is, appropriate for the Company's requirements.

Resolution 9: The Companies Act requires that all general meetings (other than an annual general meeting) must be held on 21 clear days' notice unless Shareholders agree to a shorter notice period which is subject to a minimum of 14 clear days' notice. In order to be able to call a general meeting on less than 21 clear days' notice the Company must make an electronic means of voting available to all Shareholders for the meeting. This condition is met by the Company providing the facility for Shareholders to appoint a proxy via an online shareholder portal operated by our Registrars. The Directors therefore propose Resolution 9 as a special resolution to approve 14 clear days as the minimum period of notice for all general meetings of the Company other than annual general meetings, this approval will be effective until the end of the next annual general meeting. The Board will consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time-sensitive and it would therefore be to the advantage of the Shareholders to call the meeting on shorter notice and, where such is thought to be generally to be in the interests of the Shareholders as a whole.

4. Action to be taken

A Form of Proxy is enclosed for use by Shareholders in respect of the Annual General Meeting.

Shareholders are asked to complete, sign and return the Form of Proxy by post or by hand in accordance with the instructions printed therein so as to be received as soon as possible by the Registrar, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, United Kingdom but in any event so as to arrive no later than 48 hours (excluding weekends and public holiday) before the Annual General Meeting, being 11.00 a.m. on 2 December 2025 unless the Annual General Meeting is adjourned in which case proxies should be returned no later than 48 hours (excluding weekends and public holiday) prior to the time of the adjourned meeting.

5. Important Information in relation to attendance at the Annual General Meeting

Shareholders who would like to attend the Annual General Meeting in person are asked to register their intention as soon as practicable by email to [email protected]. We have also arranged for Shareholders to have the opportunity to raise questions in advance and, should they be unable to attend in person, invite them to listen to the Annual General Meeting via video conference if they wish.

The Board remains committed to Shareholder engagement and has made the arrangements set out above and below to help facilitate this.

Whether or not you propose to attend the Annual General Meeting, the Board encourages you to appoint the Chair of the meeting ("Chair") as your proxy to vote as you direct at the Annual General Meeting, and asks that you please complete and submit a Form of Proxy to enable you to vote at the Annual General Meeting, even if you are unable to attend it. This will not prevent you from attending and voting at the Annual General Meeting in person if you so wish.

The Board recognises the opportunity that the Annual General Meeting provides for Shareholders in respect of any questions they have relating to the Company. In order to ensure that shareholders are able to follow the proceedings of the AGM without attending in person, the Company will provide access online via the Investor Meet Company platform. However, please note that shareholders will not be able to vote online at the AGM via the platform and are therefore requested to submit their votes via proxy, as early as possible.

Shareholders are invited to submit any questions for the Board to consider. Questions can be pre submitted ahead of the AGM via the Investor Meet Company Platform up until 3 December 2025, 09:00 a.m. or submitted at any time during the AGM itself.

Shareholders that wish to attend the AGM remotely should register for the event in advance by using the following link:

https://www.investormeetcompany.com/supply-at-me-capital-plc/register-investor

Investors who already follow SUPPLY@ME CAPITAL PLC on the Investor Meet Company platform will automatically be invited.

6. Recommendation

The Directors recommend that you vote in favour of each of the Resolutions as they intend to do so in respect of their aggregate beneficial holding of 16,201,531,862 Ordinary Shares, representing approximately 22.59% of the total number of issued Ordinary Shares in the Company.

Yours faithfully,

Albert Ganyushin On behalf of the Board Supply@Me Capital plc

SUPPLY@ME CAPITAL PLC

(Registered in England and Wales under No. 03936915)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at the offices of the Company's legal advisers, Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD, United Kingdom at 11.00 a.m. on Thursday, 4 December 2025 (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the following Resolutions, the first seven of which will be proposed as ordinary resolutions and of which resolutions eight and nine will be proposed as special resolutions.

ORDINARY RESOLUTIONS

    1. To receive the Annual Report and Accounts of the Company for the financial year ended 31 December 2024 together with the Directors' Report, Strategic Report and Auditors' Report on those accounts.
    1. To approve the Directors' Remuneration Report for the financial year ended 31 December 2024.
    1. To appoint Bright Grahame Murray as Auditors.
    1. To authorise the Directors to determine the amount of the Auditors' remuneration.
    1. To re-appoint Alessandro Zamboni as a Executive Director of the Company.
    1. To re-appoint David Bull as a Non-Executive Director of the Company.
    1. THAT the Directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company, pursuant to Section 551 of the Act, to allot equity securities (within the meaning of Section 560 of the Act) in relation to (i) allot shares or to grant rights to subscribe for or to convert any security into shares in relation to any warrants; and (ii) provide a further general authority to allot and issue Ordinary Shares or to grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of £143,464 (representing 10% of the nominal value of the issued ordinary share capital of the Company rounded to the nearest sterling at the date of this notice) and that this authority, unless renewed, varied or revoked by the Company in a general meeting, shall expire on the earlier of 15 months after the passing of this resolution or the conclusion of the Annual General Meeting of the Company to be held in 2026, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

This authority is in substitution for all previous authorities conferred upon the Directors pursuant to Section 551 of the Act, but without prejudice to the allotment of any equity securities or grant of rights to subscribe for or to convert any security into shares in relation to those warrants already made or offered or agreed to be made pursuant to such authorities.

SPECIAL RESOLUTIONS

  1. THAT, subject to the passing of resolution 7, the Directors of the Company be and are hereby empowered, pursuant to section 570 of the Companies Act, to allot equity securities (as defined in section 560 of the Act) wholly for cash pursuant to the authority conferred upon them by Resolution 7 above (as varied, renewed or revoked from time to time by the Company at a general meeting) as if section 561(1) of the Companies Act did not apply to any such allotment provided that such power shall be limited to an aggregate nominal amount of £143,464 representing at least 10% of the nominal value of the issued ordinary share capital of the Company rounded to the nearest sterling at the date of this notice.

The authority granted by this resolution will expire on 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 authority is in substitution for all previous authorities conferred upon the Directors pursuant to Section 570 of the Act, but without prejudice to the allotment of any equity securities or grant of rights to subscribe for or to convert any security into shares in relation to those warrants already made or offered or agreed to be made pursuant to such authorities.

  1. THAT the Company may call general meetings other than Annual General Meetings on not less than 14 clear days' notice.

Registered Office: BY ORDER OF THE BOARD

27/28 Eastcastle Street

London, W1W 8DH MSP Corporate Services Limited United Kingdom Company Secretary

Company number: 03936915

5 November 2025

Notes:

Shareholders' attention is drawn in particular to the text in bold at Notes 1 and 3.

    1. Shareholders will only be entitled to attend and vote at the Annual General Meeting if they are registered as the holders of Ordinary Shares as at 6.00 p.m. on 2 December 2025. If the Annual General Meeting is adjourned, the time by which a person must be entered on the register of members of the Company in order to have the right to vote at the adjourned meeting is 48 hours (excluding weekends and public holidays) prior to the date and time fixed for the adjourned meeting. Changes to entries on the register of members of the Company later than the time and date falling 48 hours (excluding weekends and public holidays) prior to the meeting (or any adjournment thereof) will be disregarded in determining the rights of any person to vote at the meeting. Shareholders are highly encouraged to vote in advance by proxy and to appoint the Chair as their proxy in case they cannot or are unable to attend the Annual General Meeting in person.
    1. A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend, vote and speak at the Annual General Meeting provided each proxy is appointed to exercise rights attached to different shares. A proxy need not be a Shareholder.
    1. Entry to the Annual General Meeting, security and health and safety arrangements and conduct of proceedings: If attending in person, Shareholders are requested to bring with them suitable evidence of their identity to facilitate entry to the Annual General Meeting. Persons who are not Shareholders (or their appointed proxy) will not be admitted to the Annual General Meeting unless prior arrangements have been made with the Company. For security reasons, all hand luggage may be subject to examination prior to entry to the Annual General Meeting. We ask all those present at the Annual General Meeting to facilitate the orderly conduct of the meeting and comply with all reasonable health and safety requirements. If a shareholder is unable to meet such reasonable health and safety requirements or threatens the orderly conduct of the meeting due to their behaviour, we reserve the right to require that person to leave. In addition, if the meeting is already at capacity, based on relevant rules governing public gatherings at the time, we reserve the right to refuse entry to the meeting.

4. Shareholders can:

  • appoint a proxy or proxies and give proxy instructions by returning the enclosed Form of Proxy by post (see note 5); or
  • if a CREST member, register their proxy appointment by utilising the CREST electronic proxy appointment service (see notes 6 - 9).
    1. A Form of Proxy is enclosed for use by the Shareholders. To be effective, it must be deposited with the Registrar, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, United Kingdom so as to be received no later than 48 hours (excluding non-working days) before the time appointed for holding the meeting. Completion of the proxy will not preclude a Shareholder from subsequently attending and voting at the meeting. In the case of a Shareholder which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company. Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.
    1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the general meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
    1. For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID: 7RA11) no later than 11.00 a.m. on 2 December 2025, or, in the event of an adjournment of the Annual General Meeting, 48 hours (excluding non-working days) before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
    1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
    1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
    1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.
    1. The notes to the Form of Proxy explain how to direct your proxy how to vote on each resolution or withhold their vote.
    1. Any person to whom this Notice of Meeting is sent who is a person nominated under Section 146 of the Companies Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom

he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 2 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.

    1. Under Section 527 of the Companies Act, Shareholders meeting the threshold requirements set out in that Section have the right to require the Company to publish on a website a statement setting out any matter relating to:
  • the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or
  • any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act.
    1. The Company may not require the Shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act. Where the Company is required to place a statement on a website under Section 527 of the Companies Act, it must forward the statement to the Auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under Section 527 of the Companies Act to publish on a website.
    1. A Shareholder attending a meeting of the Company has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:
  • to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
  • the answer has already been given on a website in the form of an answer to a question; or
  • it is undesirable in the interests of the Company or the good order of the meeting that the questions be answered
    1. A copy of this notice, and other information required by Section 311A of the Companies Act, can be found at https://www.supplymecapital.com/investor/shareholder-meetings/.
    1. Copies of Directors' service contracts or letters of appointment with the Company will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this notice until the date of the Annual General Meeting and also at the place of the Annual General Meeting from 15 minutes prior to the commencement of the meeting until the conclusion thereof. Shareholders who would like to inspect the documents are asked to register their intention as soon as practicable by email to [email protected].
    1. As at 4 November 2025 (being the latest practicable date prior to the issue of this Notice of Meeting), the Company's issued share ordinary share capital consists of 71,732,150,014 Ordinary Shares carrying one vote each. No shares are held in treasury. Therefore, the total voting rights in the Company as at 4 November 2025 are 71,732,151,014 Ordinary Shares.

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