Acceler8 Ventures PLC — AGM Information 2025

Jun 18, 2025

---

author: "Alicia Falla"
date: 2025-06-18 14:55:00+00:00
processor: python-docx+mammoth
status: success

---

Company number: 134586

SPECIAL RESOLUTIONS

of

ACCELER8 VENTURES PLC (Company)

Passed on 18 June 2025

At an Annual General Meeting of the Company duly convened and held at JTC House, 28 Esplanade, St Helier, Jersey, JE4 2QP on Wednesday, 18 June 2025 at 12.30pm the following resolutions were duly passed as ordinary and special resolutions.

Ordinary Resolutions:

Authority to allot Shares

1. That the Directors be generally and unconditionally authorised in accordance with Article 2.2 of the Articles to exercise all the powers of the Company to allot Shares in the Company and/or to grant rights to subscribe for or to convert any security into Shares (Rights):

2. up to an aggregate nominal amount of £2,500; and

3. up to an aggregate nominal amount of £5,000 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with a pre-emptive offer (including an offer by way of a rights issue or open offer):
4. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
5. to holders of other Equity Securities, as required by the rights attaching to those securities, or as the Directors otherwise consider necessary,

and that, in both cases, the Directors may impose any limits or make any arrangements which they may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

This authority shall expire at the end of the next annual general meeting of the Company after this resolution is passed, or, if earlier, at the close of business on 17 September 2026 (unless previously renewed, varied or revoked by the Company), save that the Company may, before such expiry, make an offer or agreement which would or might require Shares to be allotted or Rights to be granted after such expiry and the Directors may allot Shares or grant Rights pursuant to such an offer or agreement as if this authority had not expired.

Special Resolutions:

Purchase of own Shares

1. That the Company be and is hereby generally and unconditionally authorised for the purposes of Article 57 of the Companies (Jersey) Law 1991, to make one or more purchases on the London Stock Exchange’s Main Market of its own Shares on such terms and in such manner as the Directors shall from time to time determine, provided that:
2. the maximum aggregate number of Shares hereby authorised to be purchased is 75,000 (representing approximately 10 per cent. of the Issued Share Capital as at the opening of business on 21 May 2025);
3. the minimum price (exclusive of any expenses) which may be paid for a Share is its nominal value of £0.01 each;
4. the maximum price which may be paid for a Share is an amount not more than the higher of:
5. an amount (exclusive of any expenses) equal to 105 per cent. of the average of the closing mid-market price of such Shares (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that Share is contracted to be purchased; and
6. an amount (exclusive of any expenses) equal to the higher of: (x) the price of the last independent trade of a Share; and (y) the highest current independent bid for a Share on the London Stock Exchange at the time the purchase is carried out;
7. this authority shall expire at the end of the next annual general meeting of the Company after this resolution is passed, or, if earlier, at the close of business on 17 September 2026 (unless previously renewed, varied or revoked by the Company), save that the Company may make a contract or contracts to purchase the 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 the Shares in pursuance of any such contract or contracts as if this authority had not expired; and
8. subject to the provisions of the Articles from time to time in force, the Company be and is hereby generally and unconditionally authorised for the purposes of Article 58A of the Companies (Jersey) Law 1991 to hold any Shares repurchased under the authority hereby conferred as treasury shares.

Disapplication of pre-emption rights

1. That, subject to the passing of Resolution 7, in substitution for all existing authorities, and pursuant to and in accordance with Article 3.9 of the Articles, the Directors be generally and unconditionally authorised to allot Equity Securities for cash pursuant to the general authority conferred on them by Resolution 7 as if Article 3.1 of the Articles did not apply to such allotment, provided that this power shall be limited to:

2. the allotment of Equity Securities in connection with an offer of, or application to apply for, Equity Securities (but in the case of an allotment pursuant to the authority in Resolution 7(b) by way of a pre-emptive offer (including an offer by way of a rights issue or open offer)):

3. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
4. to holders of other Equity Securities, as required by the rights attaching to those securities, or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

1. the allotment of Equity Securities for cash pursuant to the authority in Resolution 7(a) (otherwise than in the circumstances set out in paragraph (a) above) up to an aggregate nominal amount of £1,125,

such authorities to expire at the end of the next annual general meeting after this resolution is passed (or, if earlier, at the close of business on 17 September 2026), but, in each case, prior to its expiry the Company may make offers and enter into agreements which would, or might, require Equity Securities to be allotted after the authority expires and the Directors may allot Equity Securities under any such offer or agreement as if the authority had not expired.