ROCKWOOD STRATEGIC PLC

AGM Information • Dec 12, 2025

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the FSMA or, if you are in a country outside the United Kingdom, another appropriately authorised independent financial adviser.

If you were a Shareholder and have sold or otherwise transferred all your Ordinary Shares, please send this Document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, neither this Document nor any accompanying document(s) should be forwarded or transmitted to or in any jurisdiction outside the United Kingdom where to do so may violate any legal or regulatory requirement. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain this Document and immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected. If you receive this Document as a purchaser or transferee, please contact the Registrar for a personalised Form of Proxy.

This Document contains no offer of transferable securities to the public within the meaning of section 10213 of the FSMA, the Companies Act 2006 or otherwise. Accordingly, this Document does not constitute a prospectus within the meaning of section 85 of FSMA and has not been (and is not required to be) drawn up in accordance with the Prospectus Rules or approved by the UK Financial Conduct Authority or any other competent authority.

Rockwood Strategic plc

(Incorporated and registered in England & Wales under the Companies Act 1985 with registered number 03813450)

Proposed grant of general authority to allot Ordinary Shares

Proposed disapplication of pre-emption rights in respect of the allotment of Ordinary Shares

and

Notice of General Meeting

GENERAL MEETING

Notice of a General Meeting to be held at the offices of Harwood Capital LLP, 6 Stratton Street, Mayfair, London, W1J 8LD at 12.00 p.m. on 12 January 2026 is set out at the end of this Document.

All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the General Meeting and if the Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf.

You will not have received a hard copy Form of Proxy for the General Meeting in the post. You can instead submit your proxy vote electronically via the Investor Centre app or at https://uk.investorcentre.mpms.mufg.com/ (please refer to the Notice of General Meeting at Part 3 of this Document for more details) as soon as possible and, in any event, by no later than 12.00 p.m. on 8 January 2026.

You may request a hard copy Form of Proxy directly from the Company's Registrars, MUFG Corporate Markets, by emailing shareholderenquiries@cm.mpms.mufg.com, calling 0371 664 0300 or by post at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. To be valid, any hard copy Form of Proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the Company's Registrars, MUFG Corporate Markets no later than 48 hours before the time for the holding of the General Meeting or any adjournment of it.

If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at Part 3 of this Document). Proxies submitted via CREST for the General Meeting must be transmitted via CREST Proxy Instruction to ID RA10 so as to be received by the Registrars as soon as possible and, in any event, by no later than 12.00 p.m. on 8 January 2026.

If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to: www.proxymity.io.

Copies of this Document are available from the Company's registered office at C/O Arch Law, Level 2 Huckletree, 8 Bishopsgate, London, EC2N 4BQ from the date of this Document to the date of the General Meeting and also from the Company Website at: https://www.rockwoodstrategic.co.uk/key-docs/

This Document should be read as a whole. Your attention is drawn to the letter from the Chairman which is set out in Part 1 of this Document, and which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting. A summary of the action to be taken by Shareholders is set out in the section entitled "Action to be Taken" in paragraph 6 of Part 1 of this Document.

IMPORTANT NOTICE

No person has been authorised to give any information or make any representations other than those contained in this Document and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this Document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Document or that the information in it is correct as of any subsequent time.

The contents of the Company Website, and any website directly or indirectly linked to the Company Website, do not form part of this Circular and should not be relied upon.

Cautionary note regarding forward-looking statements

This Document contains indications of likely future developments and other forward-looking statements that are subject to risk factors associated with, among other things, the economic and business circumstances occurring from time to time in the countries, sector and business segments in which the Company (or any of the entities it holds an interest in) operates. These factors include, but are not limited to, those referred to at paragraph 4 of Part 1 of this Document. These and other factors could adversely affect the Company's results, strategy and prospects. Forward-looking statements involve risks, uncertainties and assumptions. They relate to events and/or depend on circumstances in the future which could cause actual results and outcomes to differ materially from those currently anticipated. No obligation or duty is assumed (except as required by the DTRs, the rules of the London Stock Exchange and by law) to update any forward-looking statements, whether as a result of new information, future events or otherwise.

TABLE OF CONTENTS

EXPECTED TIMETABLE OF EVENTS		4
PART 1	LETTER FROM THE CHAIRMAN	5
PART 2	DEFINITIONS	11
PART 3	NOTICE OF GENERAL MEETING	13

EXPECTED TIMETABLE OF EVENTS

Date of this Document 11 December 2025

Latest time and date for receipt of proxy votes 12.00 p.m. on 8 January 2026

General Meeting 12.00 p.m. on 12 January 2026

Results of General Meeting announced by 13 January 2026

Notes:

• 1. Each of the times and dates referred to in the expected timetable above and elsewhere in this Document may be changed at the discretion of the Company. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service and, if required, the publication of a supplementary circular.
• 1. All times referred to in this Document are, unless otherwise stated, references to London (UK) time.

PART 1

LETTER FROM THE CHAIRMAN

Rockwood Strategic plc

(Incorporated in England and Wales under the Companies Act 1985 with registered number 03813450)

Noel Lamb (Non-executive Director and Chairman) C/O Arch Law Kenneth Lever (Non-executive Director) Level 2 Huckletree Paul Dudley (Non-executive Director) 8 Bishopsgate

Directors Registered Office London EC2N 4BQ

11 December 2025

Dear Shareholder

Proposed grant of general authority to allot Ordinary Shares

Proposed disapplication of pre-emption rights in respect of the allotment of Ordinary Shares

and

Notice of General Meeting

1. Introduction

At the Annual General Meeting on 29 July 2025, the Directors were empowered to issue and allot up to 14,076,020 Ordinary Shares and statutory pre-emption rights were waived in respect of the issue and allotment of 8,530,920 Ordinary Shares (equivalent to 20 per cent. of the Company's issued share capital at the latest date prior the Annual General Meeting) pursuant to the authority duly passed by Shareholders at the Company's Annual General Meeting.

The Board has today announced proposals (the "Proposals") to seek Shareholder authority to: (i) allot up to 21,240,536 Ordinary Shares, equivalent to 40 per cent. of the Company's issued share capital as at the Latest Practicable Date (the "General Allotment Authority"); and (ii) disapply pre-emption rights in respect of the Ordinary Shares to be issued pursuant to the General Allotment Authority, in addition to the existing authorities conferred on the Directors.

The purpose of this Document is to provide Shareholders with information about the background to and the reasons for the Proposals, to explain why the Board considers the Proposals to be in the best interests of the Company and its Shareholders as a whole, and why the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

Notice of the General Meeting to be held at the offices of Harwood Capital LLP, 6 Stratton Street, Mayfair, London, W1J 8LD commencing at 12.00 p.m. on 12 January 2026 is set out at the end of this Document.

2. Background to and reasons for the Proposals

The Company's Ordinary Shares have generally traded at a premium to the Company's NAV for an extended period of time, with an average premium of 1.6 per cent. in the 12-month period to 30 November 2025. The Board believes that the premium rating of the Ordinary Shares has been driven primarily by the Company's strong performance with NAV total return over the 12-month, 36-month and 48-month period to 30 November 2025 of 8.9 per cent., 68.5 per cent., and 76.2 per cent. respectively, which compares to a NAV total return in the FTSE AIM All-Share of 4.8 per cent, -5.9 per cent, and -31.8 per cent. over the equivalent periods and in the FTSE Small Cap (ex-ITs) of 8.1 per cent, 36.6 per cent, and 18.1 per cent. over the equivalent periods.

This performance has led to a strong level of interest in the Company's Ordinary Shares and as such an active share issuance programme (the "Share Programme") with the Company issuing 14,003,677 Ordinary Shares in the 12-months prior to 30 November 2025.

As at the date of this Circular, demand for Ordinary Shares continues to be strong and the Directors believe that it is in Shareholders' interests to continue to operate its Share Programme. The Directors intend to use the net proceeds of any share issuance to purchase investments which are consistent with the Company's investment objective and investment policy. The share issuances are also intended to satisfy market demand for Ordinary Shares and to raise money to increase the size of the Company.

At the Annual General Meeting, the Company was given authority by Shareholders to issue up to 8,530,920 Ordinary Shares on a non-pre-emptive basis. The Company has utilised a significant proportion of this existing authority having issued 8,028,500 Ordinary Shares up to the Latest Practicable Date since the Annual General Meeting.

The Company continues to see strong level of interest in its Ordinary Shares. The Board is therefore seeking Shareholder approval at the General Meeting to issue and allot up to a further 21,240,536 Ordinary Shares such that the Board has a total authority to issue up to 21,742,956 Ordinary Shares.

If 21,240,536 Ordinary Shares are issued pursuant to the General Allotment Authority being the maximum number of Ordinary Shares that the Directors will be authorised to issue under the Proposals, there would be a dilution of approximately 28.6 per cent. in existing Shareholders' voting control of the Company (as at the Latest Practicable Date) should they choose not to, or be unable to, participate in the issuances of Ordinary Shares. Shareholders' attention is drawn to the 'risk factors' set out at paragraph 4 of Part 1 of this Document and Shareholders are encouraged to refer to these 'risk factors' when considering the Proposals.

The Ordinary Shares issued pursuant to the General Allotment Authority will rank pari passu with the existing Ordinary Shares then in issue including the right to receive all future dividends and distributions declared, made or paid on or in respect of such Ordinary Shares where the record date falls after the date of issue of such Ordinary Shares.

3. Benefits of the Proposals

The Board believes that the Proposals have the following benefits for Shareholders:

• l increases and widens the practical universe of opportunities for the Company's investment policy, which regularly requires building stakes in investee companies of at least 5 per cent., with market capitalisation of less than £250 million at the point of purchase;
• l enables, in a timely and efficient manner, the acquisition of investments in line with the Company's investment policy to create value for Shareholders. The current UK stock market environment being conducive to capital deployment for the medium-term given low equity valuations relative to history and overseas markets;
• l greater scale which spreads operating costs over a larger capital base, reducing ongoing charges' ratios;
• l improves liquidity and enhances the marketability of the Ordinary Shares, resulting in a broader investor base over the long term;
• l the price at which the Company is permitted to issue new Ordinary Shares will mean that the issue of new Ordinary Shares is not dilutive in NAV terms and may, depending upon the level of premium at which the new Ordinary Shares are issued, be NAV accretive; and
• l the ability to issue new Ordinary Shares, so as to be able to continue to manage the premium to the prevailing NAV per Ordinary Share at which the Ordinary Shares may trade.

4. Risk Factors

Shareholders should read this document carefully and in its entirety and, if you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the FSMA or, if you are in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.

The following factors are not exhaustive and do not purport to be a complete explanation of all risks and significant considerations relating to the Proposal and the Company. Accordingly, additional risks and uncertainties not presently known to the Board may also have an adverse effect on the Proposal and/or the Company's business, financial condition or results or prospects.

The performance of UK equity capital markets

The Company predominantly invests in UK listed equities with a market capitalisation of under £250 million. The Company's performance will be affected by, amongst other things, general conditions affecting the underlying performance of UK equity capital markets, whether as a whole or specific to the Company's investments. Asset valuations of UK listed or quoted companies can fluctuate sharply as a result of underlying trends and changes in market confidence. The Company's ability to dispose of its holdings, and the price realised upon any such disposals, also depends on the general conditions affecting the UK equity capital markets at the time of the disposal. The Company's business and results of operations may be materially adversely affected by a number of factors outside of its control, including but not limited to a general UK equity capital market contraction. If conditions affecting the UK equity capital market negatively impact the price of the Company holdings, this may have a material adverse effect on the Company's business and results of operations.

The Company's investments may be less liquid than larger companies traded on the London Stock Exchange and will be particularly illiquid in the case of unquoted securities. Such illiquidity may affect the Company's ability to vary its portfolio or dispose of or liquidate part of its portfolio in a timely fashion and at satisfactory prices in response to changes in economic, equity market or other conditions. This could have an adverse effect on the Company's business, prospects, financial condition and results of operations.

Economic Conditions

Economic recessions, downturns, and uncertainties can lead to volatility and instability in financial markets. In addition, the performance of the underlying issuers of the Company's investments, the price and liquidity of its investments and the level of income it receives from its investments may be affected, substantially and either adversely or favourably, by a variety of other factors (many of which are outside the control of the Company), including, but not limited to:

• l changes in economic conditions (including, for example, unemployment, recession, inflation,
• l volatile exchange rates, changes in interest rates and low business or consumer confidence);
• l changes in industry conditions or the competitive environment;
• l restricted availability of financing;
• l changes in law, taxation, regulation or government policy;
• l foreign currency fluctuations;
• l exchange controls or withholding taxes;
• l stock market movements and investor perceptions;
• l natural disasters, political and diplomatic events, terrorism, social unrest, civil disturbances or
• l the outbreak of war; and
• l insofar as they are affected by any of the above, the response of the issuers to the above.

Investing in companies with smaller market capitalisations

The Company invests primarily in a focused portfolio of smaller capitalisation UK public companies. Such companies can be expected to have less mature businesses, a more restricted depth of management and a higher risk profile than larger and more established companies. As such smaller capitalisation companies often do not have the financial strength, diversity and resources of larger and more established companies and they may find it more difficult to operate successfully, especially in periods of or low or negative economic growth. The risk of insolvency of such companies is generally higher and it can be more challenging to access publicly available information in respect of such companies. Smaller capitalisation companies are more likely to depend on the management talents of a founder or small group of persons and, if any such persons were to cease to be involved in the management or support of the relevant company, this could have a material adverse impact on their businesses and prospects and the value of the investments in them made by the Company.

The relatively small market capitalisation of the Company's holdings can make the market in their shares illiquid. Therefore, prices of small market capitalisation securities are often more volatile than prices of larger capitalisation stocks.

The Company may invest in securities that are not readily tradable, which may make it difficult for the Company to sell its investments and may lead to volatility in the market price of Ordinary Shares in the Company. Investors should not expect that the Company will necessarily be able to realise, within a period which they would otherwise regard as reasonable, its investments and any such realisations that may be achieved may be at a considerably lower price than prevailing indicative market prices.

There can therefore be no guarantee that any realisation of an investment will be on a basis which necessarily reflects the valuation of that investment.

The value and/or market price of the Ordinary Shares may go down as well as up

The value of an investment in the Company, and the income derived from it, if any, may go down as well as up and an investor may not get back the amount originally invested.

The market price of the Ordinary Shares, like shares in all investment companies, may fluctuate independently of their underlying NAV and may trade at a discount or premium at different times, depending on factors such as supply and demand for the Ordinary Shares, market conditions and general investor sentiment. There can be no guarantee that any discount or premium control policy will be successful or capable of being implemented. In addition, the issue of new Ordinary Shares, and the purchase of Ordinary Shares, by the Company pursuant to the Company's stated discount management policy is entirely discretionary and no expectation or reliance should be placed on the Directors exercising such discretion on any one or more occasions. The market value of an Ordinary Share may therefore vary considerably from its NAV.

In addition, stock markets have, from time to time, experienced significant price and volume fluctuations that have affected the market price of securities for reasons unrelated to their operating performance and prospects. A number of factors outside the control of the Company may have an impact on its performance and the price of the Ordinary Shares, which may rise or fall rapidly. The factors which may affect the Ordinary Share price include (but are not limited to): (i) the Company's expected and actual performance; (ii) other transactions secondary issues in the market; and (iii) general political, economic and market conditions.

The Company may issue new equity, which may dilute Shareholders' equity

If the Directors decide to issue further Ordinary Shares on a non-pre-emptive basis the proportions of the voting rights held by Ordinary Shareholders at the date of this document will be diluted on the issue of such shares as each Ordinary Share carries the right to one vote.

5. Details of the General Meeting

Location, Date and Time

The Proposal is subject to Shareholder approval. Set out at the end of this Document is the Notice of General Meeting. The General Meeting is to be held at the offices of Harwood Capital LLP, 6 Stratton Street, Mayfair, London, W1J 8LD at 12.00 p.m. on 12 January 2026, where the Resolutions will be proposed.

Resolutions

The Resolutions are proposed as an ordinary resolution and special resolution respectively.

Resolution 1 is proposed as an ordinary resolution which authorises the Directors to issue and allot Ordinary Shares up to a maximum aggregate nominal value of £1,062,026.80. Resolution 2 is proposed as a special resolution which authorises the Directors to allot equity securities pursuant to the authorities conferred by Resolution 1 on a non-pre-emptive basis, as if section 561 of the Act did not apply to such allotment, as set out in Part 3 of this Document.

Voting and attendance

Voting on the Resolutions will be conducted on a poll. Resolution 1 will require more than 50 per cent. of the votes cast (whether in person or by proxy) to be in favour in order for it to be passed. Resolution 2 will require 75 per cent. of the votes cast (whether in person or by proxy) to be in favour in order for it to be passed.

All Shareholders are entitled to attend and vote at the General Meeting.

In accordance with the Articles, all Shareholders entitled to vote and be present in person or by proxy at the General Meeting shall upon a poll have one vote in respect of each Ordinary Share held. In order to ensure that a quorum is present at the General Meeting, it is necessary for two or more Shareholders to be present in person or by proxy (or, if a corporation, by representative).

6. Action to be taken

YOU ARE ADVISED TO READ ALL OF THE INFORMATION CONTAINED IN THIS DOCUMENT BEFORE DECIDING ON THE COURSE OF ACTION YOU WILL TAKE IN RESPECT OF THE GENERAL MEETING.

Voting at the General Meeting/Form of Proxy

All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the General Meeting and if the Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf. Shareholders will not have received a hard copy Form of Proxy for use at the General Meeting. Instead, the Shareholders are invited to submit their proxy vote electronically at: https://uk.investorcentre.mpms.mufg.com/ or via the Investor Centre app.

The Form of Proxy (if requested from the Registrar) must be completed, signed and returned in accordance with the instructions printed thereon to the Company's Registrar, MUFG Corporate Markets, MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, or deliver it by hand during office hours only to the same address, or submitted electronically via the Investor Centre so as to be received as soon as possible and in any event by no later than 12.00 p.m. on 8 January 2026.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to: www.proxymity.io.

If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this Document). Proxies submitted via CREST for the General Meeting must be transmitted via CREST Proxy Instruction to ID RA10 so as to be received by the Registrars, as soon as possible and, in any event, by no later than 12.00 p.m. on 8 January 2026.

Shareholders are requested to complete and return a Form of Proxy whether or not they wish to attend the General Meeting. The return of a Form of Proxy will not prevent Shareholders from attending the General Meeting and voting in person should they so wish.

Shareholders should seek advice from an appropriately qualified independent financial adviser, authorised under FSMA if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.

The results of the General Meeting will be announced through a Regulatory Information Service announcement and the Company Website as soon as possible once known. It is expected that this will be on or around 13 January 2026.

7. Recommendation

The Directors consider that the Proposals are in the best interests of Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions, as they intend to do in respect of their own shareholdings, which in aggregate total 123,250 Ordinary Shares representing approximately 0.23 per cent. of the issued share capital of the Company.

Yours faithfully

Noel Lamb

Non-Executive Chairman

PART 2

DEFINITIONS

The following definitions apply throughout this Document unless the context otherwise requires:

Articles the articles of association of the Company from time to time in force

Act the Companies Act 2006, as amended

Annual General Meeting the annual general meeting of the Company that occurred on 29 July

2025

Board or Directors the board of directors of the Company, including any duly constituted

committee thereof

Circular or Document this document

Company Rockwood Strategic plc

Company Secretary Ben Harber

Company Website https://www.rockwoodstrategic.co.uk/

CREST the facilities and procedures for the time being of the relevant system

of which Euroclear has been approved as operator pursuant to the

CREST Regulations

CREST Manual the manual, as amended from time to time, produced by Euroclear

describing the CREST system and supplied by Euroclear to users and

participants thereof

CREST Member a person who has been admitted by Euroclear as a system member

(as defined in the CREST Regulations)

CREST Participant a person who is, in relation to CREST, a system participant (as defined

in the CREST Regulations)

CREST Proxy Instruction the instruction whereby CREST Members send a CREST message

appointing a proxy for the General Meeting and instructing the proxy how to vote and containing the information set out in the

CREST Manual

CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as

amended from time to time

CREST sponsor a CREST Participant admitted to CREST as a CREST sponsor

CREST sponsored member a CREST Member admitted to CREST as a sponsored member

DTRs the Disclosure Guidance and Transparency Rules of the FCA Rules (as

amended from time to time)

Euroclear Euroclear UK & International Limited, the operator of CREST

FCA the UK Financial Conduct Authority or its successor from time to time

FCA Rules the rules and regulations set out in the FCA's handbook from time

to time

Form of Proxy the form of proxy which can be requested from the Registrar (at the

discretion of Shareholders) for use at the General Meeting

FSMA the Financial Services and Markets Act 2000, as amended, including

any regulations made pursuant thereto

FTSE AIM All-Share the FTSE AIM All-Share stock market index

FTSE Small Cap the FTSE Small Cap stock market index

General Allotment Authority has the meaning given to it in paragraph 1 of Part 1 of this Document

General Meeting the general meeting of the Company convened for at 12.00 p.m. on

12 January 2026, or any adjournment of that meeting the notice for

which is set out at the end of this Document

Latest Practicable Date 9 December 2025, being the day that is two business days prior to the

date of this Circular

London Stock Exchange London Stock Exchange plc

NAV net asset value

Notice of General Meeting the notice of the General Meeting which is set out at the end of

this Document

Ordinary Shares the ordinary shares of £0.05 each in the capital of the Company and

each "Ordinary Share" shall be construed accordingly

Proposals has the meaning given to it in paragraph 1 of Part 1 of this Document

Prospectus Rules the prospectus regulation rules made by the FCA under section 73A

of FSMA, as amended from time to time

Registrar the Company's registrar, being MUFG Corporate Markets of Central

Square, 29 Wellington Street, Leeds, LS1 4DL

Regulatory Information Service a regulatory information service approved by the FCA and on the list of

regulatory information services maintained by the FCA

Resolutions the ordinary resolution and special resolution to be proposed at the

General Meeting as detailed in paragraph 5 of Part 1 of this Document and in the Notice of General Meeting and each "Resolution" shall be

construed accordingly

Share Programme has the meaning given to it at paragraph 2 of Part 1 of this Document

Shareholders holders of Ordinary Shares at the relevant time

uncertificated form recorded on the register as being held in uncertificated form in CREST

and title to which, by virtue of the CREST Regulations, may be

transferred by means of CREST

United Kingdom the United Kingdom of Great Britain and Northern Ireland

PART 3

NOTICE OF GENERAL MEETING

Rockwood Strategic plc

(Incorporated in England and Wales under the Companies Act 1985 with registered number 03813450)

Notice is hereby given that a general meeting of Rockwood Strategic plc (the "Company") will be held at the offices of Harwood Capital LLP, 6 Stratton Street, Mayfair, London, W1J 8LD at 12.00 p.m. on 12 January 2026 to consider and, if thought fit, approve the following resolutions which will be proposed as an ordinary resolution and special resolution respectively:

ORDINARY RESOLUTION

1. THAT, the Directors of the Company be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot ordinary shares of £0.05 each in the capital of the Company (the "Ordinary Shares") or to grant rights to subscribe for, or convert any security into, Ordinary Shares (the "Rights") up to an aggregate nominal amount of £1,062,026.80 during the period commencing on the date of the passing of this Resolution and expiring at the conclusion of the next annual general meeting of the Company or 15 months from the passing of this Resolution, whichever is earlier, and provided further that the Company shall be entitled before such expiry to make an offer or agreement which would or might require Ordinary Shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot Ordinary Shares and grant Rights under such offer or agreement as if this authority had not expired.

This authority is in addition to all previous authorities conferred on the Directors in accordance with section 551 of the Act.

SPECIAL RESOLUTION

2. THAT, subject to and conditional upon the passing of Resolution 1 above, the Directors of the Company be empowered under section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash and/or to sell or transfer shares held by the Company in treasury (as the Directors shall deem appropriate) under the authority conferred on them under section 551 of the Act by Resolution 1 above as if section 561(1) of the Act did not apply to any such allotment provided that this authority and power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £1,062,026.80 and expire at the conclusion of the next annual general meeting of the Company or 15 months from the passing of this Resolution, whichever is earlier, and provided 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 of the Company may allot equity securities under such offers or agreements as if the power conferred by this Resolution had not expired.

This authority is in addition to all previous authorities conferred on the Directors in accordance with section 570 of the Act.

Save where the context requires otherwise, the definitions contained in the Circular shall have the same meanings where used in these Resolutions.

By order of the Board Registered Office Ben Harber C/O Arch Law Company Secretary Level 2 Huckletree

8 Bishopsgate London EC2N 4BQ

11 December 2025

Notes:

• 1. The Company specifies that only those Shareholders registered on the register of members of the Company as at 6.00 p.m. on 8 January 2026 (or in the event that the meeting is adjourned, only those Shareholders registered on the register of members of the Company as at 6.00 p.m. on the day which is 48 hours prior to the adjourned General Meeting) shall be entitled to attend in person or by proxy and vote at the General Meeting in respect of the number of Ordinary Shares registered in their name at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.
• 1. A Shareholder entitled to attend and vote at this General Meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the General Meeting. A proxy need not be a Shareholder of the Company. If multiple proxies are appointed they must not be appointed in respect of the same Ordinary Shares.
• 1. You will not have received a hard copy Form of Proxy for the General Meeting in the post. You can instead submit your proxy vote electronically via the Investor Centre as soon as possible and, in any event not later than 48 hours before the time of the General Meeting.
• 1. Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company's Registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com/.

1. You may request a hard copy Form of Proxy directly from the Company's Registrars, MUFG Corporate Markets, by emailing shareholderenquiries@cm.mpms.mufg.com, calling 0371 664 0300 or by post at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. – 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. To be valid, any hard copy Form of Proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the Company's Registrars, MUFG Corporate Markets no later than 48 hours before the time for the holding of the General Meeting or any adjournment of it.

The appointment of a proxy will not prevent a Shareholder from attending the General Meeting and voting in person if he/she so wishes. A Shareholder present in person or by proxy shall have one vote on a show of hands and on a poll every Shareholder present in person or by proxy shall have one vote for every Ordinary Share of which he/she is the holder.

Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote at the General Meeting as they think fit or, at their discretion, withhold from voting.

The termination of the authority of a person to act as proxy must be notified to the Company in writing. In the case of joint holders of an Ordinary Share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority shall be determined by the order in which the names of the holders stand in the register.

Any question relevant to the business of the General Meeting may be asked at the General Meeting by anyone permitted to speak at the General Meeting.

• 1. A person to whom this Notice of General Meeting is sent who is a person nominated under Section 146 of the 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 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.
• 1. The statements of the rights of Shareholders in relation to the appointment of proxies in Note 2 above do not apply to a Nominated Person. The rights described in that Note 2 can only be exercised by registered Shareholders of the Company.
• 1. As at 9 December 2025 (being the Latest Practicable Date) the Company's issued share capital amounted to 53,101,340 Ordinary Shares carrying one vote each and the total number of voting rights was 53,101,340.
• 1. Any corporation which is a Shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a Shareholder provided that they do not do so in relation to the same Ordinary Shares.
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this General Meeting by following the procedures described in the CREST Manual. 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.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, in order to be valid, must be transmitted so as to be received by the Company's agent ID RA10 by the latest time for receipt of proxy appointments specified in Note 2 above.

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 Company'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.

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 messages. 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 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. 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. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to: www.proxymity.io. Your proxy must be lodged by 12.00 p.m. on 8 January 2026 in order to be considered valid or, if the General Meeting is adjourned, by the time which is 48 hours before the time of the adjourned General Meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
• 1. Defined terms in this Notice of General Meeting and the Resolutions have the same meanings as given to them in the Circular published by the Company dated 11 December 2025 save where the context requires otherwise.
• 1. A copy of this Notice of General Meeting is available on the Company's Website at: https://www.rockwoodstrategic.co.uk/keydocs/.