Notice of the 2025 Annual General Meeting of Alpha Group International plc to be held on 15 May 2025

This document is important and requires your immediate attention.

If you are in any doubt about the contents of this document or the action you should take, you should immediately consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the UK or another appropriately authorised independent financial adviser who specialises in advising in connection with dealing in shares and other securities if you are in a territory outside the UK.

If you have sold or transferred all of your shares in the company, please send this document together with the accompanying documents immediately to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, this document should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of relevant laws. If you have sold or transferred part only of your holding of shares, you are advised to consult your stockbroker, bank or other agent through whom the sale or transfer was effected.

Registered in England and Wales No. 07262416
Registered Office: Brunel Building, 2 Canalside Walk, London, England, W2 1DG

Letter from the Chair

Directors:
Dame Jayne-Anne Gadhia DBE CVO FRSE (Non-Executive Chair)
Clive Kahn (Chief Executive Officer)
Timothy Powell (Chief Financial Officer)
Timothy Butters (Chief Risk Officer)
Nicole Coll (Non-Executive Director)
Vijay Thakrar (Non-Executive Director)

17 April 2025

Dear Shareholder,

I am pleased to be writing to you with details of the annual general meeting ("AGM") of Alpha Group International plc (the "Company") which will be held at the offices of Bird & Bird LLP, 12 New Fetter Lane, London, EC4A 1JP, on 15 May 2025 at 9.30 a.m. (British Summer Time).

The formal notice of the AGM is set out on page 5 of this document, detailing the resolutions that the shareholders are being asked to vote on along with explanatory notes of the business to be conducted at the AGM.

Distributable Reserves

Following a review of the position ahead of publication of the Group's results it became apparent that despite there being ample distributable reserves available in the Group, insufficient amounts had been transferred to the Company to support the entirety of the share buyback programmes commenced during 2024 (the "Buyback Programmes") and the 2024 interim dividend payment. Regrettably £21.1 million of the total distribution (comprising c.£19.3 million of share buybacks made between 7 February 2024 and 17 March 2025 (the "Relevant Share Buybacks") and c.£1.8 million related to the 2024 interim dividend payment) was made otherwise than in accordance with the Companies Act 2006.

On further investigation the Company has also identified further issues in historic periods totalling £0.7 million, concerning the interim dividends declared in 2017 and 2021 (together with the 2024 interim dividend, the "Relevant Dividends"), which were also made otherwise than in accordance with the Companies Act 2006, as described in more detail on pages 17 to 19 of this notice.

Due to the fact that the Relevant Share Buybacks were conducted at a time when the Company did not have sufficient distributable profits, title to 1,063,556 ordinary shares of £0.002 each in the capital of the Company (the "Shares") has not transferred to the Company from Panmure Liberum Limited (who was acting as the Company's broker in relation to the Relevant Share Buybacks) ("Panmure Liberum"). The Company is therefore also proposing to enter into a deed with Panmure Liberum to effect the lawful transfer of the Shares that were the subject of the Relevant Share Buybacks from Panmure Liberum to the Company.

The Company could have claims against the shareholders who received the Relevant Dividends and the directors of the Company at the time the Relevant Share Buybacks and the Relevant Dividends (together, the "Relevant Distributions") were made. The Company has no intention of pursuing any such claims. Instead, the Company is proposing certain resolutions at the AGM to put the Company, its current and former shareholders and its current and former directors in the position they would have been in had the Relevant Distributions been made fully in accordance with the Companies Act 2006. This includes entering into deeds of release to release the shareholders who received the Relevant Dividends, and the directors of the Company at the time the Relevant Distributions were made, from any liability to repay any amounts to the Company. This approach is consistent with that taken by other listed companies in similar situations.

Remuneration Policy

Following the Company's Admission to the London Stock Exchange's Main Market in April 2024, we are now subject to the Companies Act 2006 requirement to submit a Remuneration Policy to a binding shareholder vote at least every 3 years. Our proposed Remuneration Policy (the Policy) is set out on page 115 to 130 of our 2024 Annual Report. The Directors' Remuneration Report (excluding the Policy) on pages 108 to 141 of the 2024 Annual Report is being submitted to a separate advisory vote by shareholders in accordance with Companies Act requirements. The Policy has been developed by the Remuneration Committee during the year, including taking into account the views of major shareholders through an engagement process described in the Annual Report.

Questions

The AGM is an important opportunity for all shareholders to express their views by asking questions and voting. It will be possible to put questions to the meeting by raising your hand if you are attending in person. If you are unable to attend, you can still submit a question on the business of the meeting in advance. Please write to the Company Secretary at Brunel Building, 2 Canalside Walk, London W2 1DG or email: [email protected]. You may submit questions related to the business of the AGM up until 9.30 a.m. on Tuesday 13 May 2025 and we will provide answers to any questions received as if they had been asked at the AGM and where we would have been required to do so pursuant to Section 319A of the Companies Act 2006. We will consider all questions received and, if appropriate and relating to the business of the AGM, provide a written response and post a response on the Investors section of the Company's website.

Action to be taken

The business of the General Meeting will be conducted on a poll. We would encourage shareholders to vote in the following ways:

If you are not able or do not wish to attend the General Meeting in person, you can cast your votes by proxy by completing the enclosed Proxy Form and returning it to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. Completion and return of the Proxy Form will not prevent shareholders from attending in person and voting at the meeting should you subsequently decide to do so.

CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the General Meeting. Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform – please go to www.proxymity.io as detailed in the Notes to the Notice of General Meeting on pages 10 to 12 of this document.

Recommendation

The Directors believe that resolutions 1 to 19 set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of resolutions 1 to 19. The Directors who own Ordinary Shares intend to vote in favour of the resolutions 1 to 19.

The Board considers Resolution 20 to be in the best interests of the Company and its shareholders as a whole. Given the interests of directors in Resolution 20, the Board does not think it is appropriate that it makes a recommendation to shareholders as to how they should vote on Resolution 20 other than that shareholders should vote on that resolution. The Directors will not vote on Resolution 20.

The Board has taken steps to ensure that the issues referred to in relation to Resolution 20 do not arise again, including by conducting a review of the relevant accounting and legal guidance and augmenting the Company's existing procedures in relation to the payment of any distribution. We are sorry this has occurred and are grateful for Shareholders' understanding.

Yours sincerely

Dame Jayne-Anne Gadhia
Non-Executive Chair

Alpha Group International plc

ALPHA GROUP INTERNATIONAL PLC
(the "Company")
(incorporated and registered in England and Wales under the Companies Act 2006
with registered number 07262416)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting ("AGM") of the members of the Company will be held at the offices of Bird & Bird LLP, 12 New Fetter Lane, London, EC4A 1JP, at 9.30 a.m. on 15 May 2025.

Members will be asked to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 15 will be proposed as ordinary resolutions and resolutions 16 to 20 will be proposed as special resolutions.

ORDINARY RESOLUTIONS

To receive the Company's financial statements and annual accounts for the financial year ended 31 December 2024 together with the Directors' report and auditors' report on these accounts ("2024 Annual Report").
To approve the Directors' Remuneration Policy, the full text of which is set out on pages 115 to 130 of the 2024 Annual Report.
To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) set out on pages 108 to 141 of the 2024 Annual Report.
To:

(a) approve, adopt and ratify the decisions of the current and former directors of the Company to pay fees to Non-Executive Directors, in the amounts set out in the Company's annual reports and financial statements for the financial years ending 31 December 2017, 31 December 2022, 31 December 2023 and 31 December 2024, notwithstanding that the amounts of such fees exceeded or may have exceeded the limit set out in the Company's articles of association (Articles); and

(b) increase the limit on the aggregate sum that may be paid per year as Non-Executive Directors' fees under article 93(A) of the Articles from £150,000 to £750,000.

To declare a final dividend for the year ended 31 December 2024 of 14.0 pence per ordinary share in the capital of the Company.
To elect Dame Jayne-Anne Gadhia as a Director of the Company.
To elect Nicole Coll as a Director of the Company.
To re-elect Timothy Butters as a Director of the Company.
To re-elect Vijay Thakrar as a Director of the Company.
To re-elect Timothy Powell as a Director of the Company.
To re-elect Clive Kahn as a Director of the Company.
To re-appoint BDO LLP as auditors of the Company in accordance with section 489 of the Companies Act 2006 (the "Act") to hold office until the conclusion of the next annual general meeting at which the accounts of the Company are laid.

To authorise the Directors of the Company to determine the auditors' remuneration for the coming financial year.
THAT:

(a) the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect be authorised for the purposes of Part 14 of the Act during the period from the date of the passing of this resolution to the earlier of the conclusion of the Company's Annual General Meeting in 2026 and 30 June 2026;

(i) to make political donations to political parties, and/or independent election candidates;
(ii) to make political donations to political organisations other than political parties; and
(iii) to incur political expenditure,

up to an aggregate amount of £25,000, and the amount authorised under each of paragraphs (i) to (iii) shall also be limited to such amount; and

(b) words and expressions defined for the purpose of the Act shall have the same meaning in this resolution.

To generally and unconditionally authorise the Directors pursuant to and in accordance with section 551 of the Act to exercise all powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:

(A) up to an aggregate nominal amount of £28,271.40; and
(B) comprising equity securities (as defined in Section 560(1) of the Act) up to a further aggregate nominal amount of £28,271.40 in connection with a pre-emptive offer,

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Act and to expire at the end of the next Annual General Meeting or on 30 June 2026, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this resolution:

(I) 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the Directors to:

(i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

but subject in both cases to such exclusions or other arrangements as the Directors 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; and

(II) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

SPECIAL RESOLUTIONS

That if Resolution 15 is passed, the Directors be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

(A) to allotments in connection with a pre-emptive offer;
(B) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £8,481.42; and

(C) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) or paragraph (B) above) up to a nominal amount equal to 20 per cent. of any allotment of securities or sale of treasury shares from time to time under paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 June 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 (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution:

(I) "pre-emptive offer" has the same meaning as in Resolution 15 above; and
(II) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

That if Resolution 15 is passed, the Directors be authorised in addition to any authority granted under Resolution 16 to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such authority to be:

(A) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £8,481.42, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
(B) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 June 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 (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

That the Company be, and is hereby, generally and unconditionally authorised for the purpose of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of £0.002 each in the capital of the Company ("Ordinary Shares"), provided that:

a. the maximum aggregate number of Ordinary Shares authorised to be purchased 4,240,710 (representing 10 per cent. of the Company's issued ordinary share capital as at 8 April 2025);
b. the minimum price which may be paid for such Ordinary Shares is £0.002 per share (exclusive of expenses);
c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share cannot be more than an amount equal to the higher of:

i. 105 per cent. of the average of the closing middle market price for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately prior to the day the purchase is made; and

ii. an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out;

d. this authority shall expire at the conclusion of the Company's next Annual General Meeting or, if earlier 30 June 2026 (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

To authorise the Directors to call a general meeting other than an Annual General Meeting on not less than 14 clear days' notice.
That:

(a) In relation to certain historical dividends paid by the Company, being: the FY17 interim dividend paid on 13 October 2017 (the "FY17 Interim Dividend"), the FY21 interim dividend paid on 8 October 2021 (the "FY21 Interim Dividend"), and the FY24 interim dividend paid on 11 October 2024 (the "FY24 Interim Dividend"), (together, the 'Relevant Dividends' and each a "Relevant Dividend"):

(i) the appropriation of distributable profits of the Company (as shown in the audited financial statements of the Company for the year ended 31 December 2018) to the payment of £387,512 of the FY17 Interim Dividend in excess of distributable reserves, be and is hereby authorised and confirmed by reference to the same record date as the original accounting entries for such dividend;

(ii) the appropriation of distributable profits of the Company (as shown in the audited financial statements of the Company for the year ended 31 December 2021) to the payment of the £359,187 of the FY21 Interim Dividend in excess of distributable reserves be and is hereby authorised and confirmed by reference to the same record date as the original accounting entries for such dividend; and

(iii) the appropriation of distributable profits of the Company (as shown in the interim accounts dated 17 March 2025) to the payment of the £1,777,672 of the FY24 Interim Dividend in excess of distributable reserves, be and is hereby authorised and confirmed by reference to the same record date as the original accounting entries for such dividend;

(iv) any and all claims which the Company has or may have arising out of or in connection with the payment of the Relevant Dividends against those shareholders who appeared on the register of members on the record date for the Relevant Dividends be waived and released, and that a deed of release in favour of such shareholders be entered into by the Company in the form produced to the AGM and initialled by the Chair for the purposes of identification and any Director in the presence of a witness or any two Directors or any Director and the Company Secretary be authorised to execute the deed of release as a deed poll for and on behalf of the Company;

(v) any distribution involved in the giving of the release (referred to in paragraph (iv) above) in relation to the Relevant Dividends be made out of the relevant distributable profits of the Company appropriated to the Relevant Dividends by reference to a record date identical to the record date for the Relevant Dividends;

(b) In relation to the Company's purchase of 1,063,556 ordinary shares of £0.002 each in the capital of the Company (the "Relevant Shares") between 7 February 2024 and 17 March 2025 (inclusive) (the "Relevant Share Buybacks"):

(i) the appropriation of distributable profits of the Company (as shown in interim accounts of the Company dated 17 March 2025) to the payment of the purchase prices paid in respect of the Relevant Share Buybacks be and is hereby authorised and confirmed;

(ii) the Company be and is hereby authorised for the purposes of section 694 of the Act to make "off-market" purchases (within the meaning of section 693(2) of the Act) of, the Relevant Shares in accordance with the terms of the proposed buyback deed to be entered into between the Company and Panmure Liberum, in such form as produced to the AGM and initialled by the Chair for the purposes of identification, for the aggregate consideration of £1 (the "Buyback Deed"), such authority to expire at the conclusion of

the next AGM, or if earlier, on 30 June 2026 (unless renewed, varied or revoked by the Company prior to or on that date);

(iii) any and all claims which the Company has or may have arising out of or in connection with the payments made for the Relevant Share Buybacks (including any related interest thereon) against Panmure Liberum be waived and released in accordance with the Buyback Deed;

(iv) any distribution involved in giving of the release to Panmure Liberum pursuant to the terms of the Buyback Deed in relation to the Relevant Share Buybacks be made out of the relevant distributable profits of the Company appropriated to the Relevant Share Buybacks by reference to a payment date identical to the payment date for the Relevant Share Buybacks;

(c) any and all claims which the Company has or may have against each of its directors (whether past or present) arising out of or in connection with the approval, declaration or payment of the Relevant Distributions be waived and released and the deeds of release in favour of such persons be entered into by the Company in the form produced to the AGM and initialled by the Chair for the purposes of identification and any Director in the presence of a witness or any two Directors or any Director and the Company Secretary be authorised to execute the same as a deed poll for and on behalf of the Company.

By order of the board

Bernwood Cosec Limited
Company Secretary

Date: 17 April 2025

Registered in England and Wales No. 07262416
Registered Office:
Brunel Building, 2 Canalside Walk, London, England, W2 1DG

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING ("AGM")

Entitlement to attend and vote

Only those members registered on the Company's register of members at 6.30 p.m. on 13 May 2025, or, if the AGM is adjourned, at close of business on the day which is two business days prior to the adjourned meeting, shall be entitled to vote at the AGM. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Appointment of proxies

A shareholder is entitled to appoint another person as proxy to exercise all or any of their rights to attend, speak and vote at the AGM. A proxy need not be a shareholder of the Company. The appointment of a proxy does not preclude a shareholder from attending and voting in person at the AGM.
A shareholder may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise rights attached to a different share or shares held by that shareholder.
A Form of Proxy is enclosed with this Notice of AGM. A space has been included in the Form of Proxy to allow shareholders to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrar, Equiniti Limited, RTHJ-CLLL-KBKU, Aspect house, Spencer Road, Lancing, West Sussex BN99 8LU, UK on +44 (0)371 384 2030, if you are calling from outside the UK please ensure the country code is used. Lines are open 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales).

For additional Forms of Proxy you may photocopy the Form of Proxy provided with this document, indicating on each copy the name of the proxy you wish to appoint and the number of Ordinary Shares in respect of which the proxy is appointed. All Forms of Proxy should be returned together in the same envelope.

To appoint a proxy, either: (a) deposit the Forms of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), with the Company's Registrar, Equiniti Limited, RTHJ-CLLL-KBKU, Aspect house, Spencer Road, Lancing, West Sussex BN99 8LU; (b) lodge the proxy appointment using the CREST Proxy Voting Service in accordance with Note 18 below: (c) if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform (see Note 20 below).
All Forms of Proxy and appointments, whether postal or electronic, must be lodged or received by 9.30 a.m. on Tuesday 13 May 2025, or, if the AGM is adjourned, by no later than 48 hours (excluding non-working days) before the holding of the adjourned meeting.
In the case of a member 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.

Appointment of proxy by joint members

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy Form of Proxy and would like to change the instructions using another hard-copy Form of Proxy, please contact Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. In the case of a member which is a company, the revocation notice 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 revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Equiniti Limited no later than 9.30am on 13 May 2025.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Corporate representatives

A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

Nominated persons

The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 (Nominated Persons). Nominated Persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

CREST and Proxymity

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment by using the procedures described in the CREST manual (euroclear.com/crest). CREST personal members or other CREST-sponsored members and those CREST members who have appointed a voting service provider should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service 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. All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy must be transmitted so as to be received by the issuer's agent, Equiniti Limited (ID RA19), by the latest time(s) for receipt of proxy appointments specified in Note 6 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 issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any changes of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
It is the responsibility of the CREST member concerned to take 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 a CREST proxy instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 as amended by the Uncertificated Securities (Amendment and EU Exit) Regulations 2019.
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 Company's registrar, Equiniti Limited. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.30 a.m. on 13 May 2025 in order to be considered valid. 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.

Issued shares and total voting rights

As at 8 April 2025, the Company's issued share capital comprised 42,407,107 ordinary shares of £0.002 each, and the Company held 1,164,706 Ordinary Shares in Treasury. Each ordinary share (excluding treasury shares) carries the right to one vote at a general meeting of the Company therefore, the total number of voting rights in the Company on 8 April 2025 is 42,407,107.

Poll

Each of the resolutions to be put to the AGM will be voted on by poll. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. The results of the poll will be published on the Company's website and notified to the London Stock Exchange once the votes have been counted and verified.

Questions at the AGM

Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the AGM unless: (a) answering the question would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

Communication

You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the letter with which this Notice of Meeting was enclosed and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Audit concerns

Shareholders should note that, under Section 527 of the Companies Act 2006, members 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: (i) 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 for the financial year beginning 1 January 2024 or (ii) any circumstance connected with

an auditor of the Company appointed for the financial year beginning 1 January 2024 ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not 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 for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.

Website information

A copy of this notice, the documents referred to in Resolution 20 (the shareholders' and directors' deeds of release (the "Deeds of Release") and the Buyback Deed) and other information required by Section 311A of the Companies Act 2006 can be found at https://www.alphagroup.com/investors.

Documents on display

Copies of Directors' service contracts or letters of appointment, the Deeds of Release and the Buyback Deed will be available for inspection on request at the Company's registered office during usual business hours on any weekday (Saturday's Sundays and public holidays excluded) until the date of the AGM and will also be available for at least 15 minutes prior to and during the AGM.

Explanation of the Resolutions

The notes on the following pages give an explanation for the proposed resolutions. Resolutions 1 to 15 are proposed as ordinary resolutions. For each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16 to 20 are proposed as special resolutions. For each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Approval of Annual Report and Accounts

Resolution 1 proposes that the Company's annual accounts for the year ended 31 December 2024, ("Annual Report and Accounts") together with the directors' report and auditor's report on these accounts be received, considered and adopted. The Company's Annual Report and Accounts are available online at www.alphagroup.com/investors for download and printing.

Resolutions 2 & 3: Directors' Remuneration

Resolution 2 seeks shareholder approval of the Directors' Remuneration Policy ("Policy") which is set out on pages 115 to 130 of the 2024 Annual Report. Under the Companies Act 2006 (as amended) the Company is required to put a Directors' Remuneration Policy to shareholders for a binding vote at the AGM at least every three years, except in the event that a change to the Policy is proposed or the advisory vote on the Directors' remuneration report is not passed in any year subsequent to the approval of the Policy.

If Resolution 2 is passed, the Policy (which sets out the Company's forward-looking policy on Directors' remuneration) will take effect from the date of this AGM ("Effective Date") and, from the Effective Date, the Company may not make a remuneration payment or payment for loss of office to a person who is, or is to be, or has been a director of the Company unless that payment is consistent with the approved Policy, or such payment has otherwise been approved by a shareholders' resolution.

Resolution 3 seeks shareholder approval of the Directors' Remuneration Report (excluding the Policy) for the year ended 31 December 2024 which is set out on pages 108 to 141 of the 2024 Annual Report. The Company's auditors, BDO LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 150 to 161 of the 2024 Annual Report.

Resolution 3 is subject to an 'advisory vote' by shareholders: in the event that the resolution is not passed, the Directors' Remuneration Policy would normally need to be reconsidered by shareholders at the next AGM. As this is the first occasion that the Company has been required to submit its Directors' Remuneration Policy for shareholder approval, the approval of the new policy (per Resolution 2 above) would remain in force notwithstanding any failure to pass this resolution.

Resolution 4: Ratify payment of and increase the limit for Non-Executive Director fees

Under the Company's articles of association ("Articles"), the aggregate sum payable as remuneration to Non-Executive Directors per year is £150,000 or such higher amount as may from time to time be determined by the Company by ordinary resolution. Whilst shareholders have agreed at all relevant times the terms of the company's remuneration policy in respect of fees for Non-Executive Directors and have passed an annual advisory vote on the Directors' Remuneration Report which sets out the actual fees paid to Non-Executive Directors, the Company has not formally determined by ordinary resolution a revised limit on the aggregate fees payable to Non-Executive Directors under the Articles.

For each of the financial years ending 31 December 2017, 31 December 2022, 31 December 2023 and 31 December 2024, the aggregate amount paid to Non-Executive Directors has exceeded the current £150,000 limit set out in the Articles as detailed in the table below. There has, therefore, in relation to each of those financial years, been a technical breach of the limit set under the Articles.

Financial Report

Aggregate Non-Executive Directors' Fees (Amount Paid in Excess of Limit in Articles)

Year-ended 31 December 2017	£151,437 (£1,437)
Year-ended 31 December 2022	£157,500 (£7,500)
Year-ended 31 December 2023	£158,871 (£8,871)
Year-ended 31 December 2024	£154,000 (£4,000)

The purpose of Resolution 4 is to address this issue by formally increasing the aggregate limit on the fees that may be paid to Non-Executive Directors as ordinary remuneration from £150,000 to £750,000 which will allow the Company some headroom to accommodate any future increases in the aggregate amount of ordinary remuneration whether due to further appointments of Non-Executive Directors or otherwise. All fees will continue to be paid in accordance with and be subject to the Directors' Remuneration Policy as approved by Shareholders at the relevant time.

Resolution 4 also formally ratifies, adopts and approves the decisions of the current and former Directors of the Company in approving the fees paid and payable to Non-Executive Directors in each financial year in the table shown above, notwithstanding that the aggregate amount of such fees exceeded or exceeds the current limit set out in the Articles.

In accordance with section 239 of the Companies Act 2006, the votes of any shareholders who were Directors in office at the time when the decisions to approve payments to Non-Executive Directors in excess of the limit in the Articles were approved, and of any shareholders having a relevant connection with any of them, in favour of Resolution 4 will be disregarded in determining whether Resolution 4 is passed.

Resolution 5: Final Dividend

Resolution 5 deals with the recommendation of the Directors that a final dividend of 14.0 pence per ordinary share be paid. If approved, it is intended that the dividend will be paid on 23 May 2025 to ordinary shareholders on the register at the close of business on 25 April 2025.

Resolutions 6 to 11: Election & Re-election of directors

In accordance with the Company's Articles of Association all Directors of the Company, having not previously been elected by shareholders, are required to submit themselves for election by shareholders. Dame Jayne-Anne Gadhia and Nicole Coll will therefore submit themselves for election by shareholders having been appointed to the Board since the Company's 2024 AGM.

In addition, the Board intends to comply with the UK Corporate Governance Code requirement that all other Directors submit themselves for annual re-election by shareholders.

Biographical details of each of the Directors who are seeking election or re-election appear on page 20 of this document. The Board believes that each Director brings considerable and wide-ranging skills and experience to the Board as a whole and continues to make an effective and valuable contribution to the deliberations of the Board. Each Director has continued to perform effectively and demonstrate commitment to their role.

The Board carries out a review of the independence of its Directors on an annual basis. In considering the independence of the independent Non-Executive Directors proposed for re-election, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers that Dame Jayne-Anne Gadhia was independent on her appointment to the Board (and her subsequent appoint as Chair), and that Nicole Coll and Vijay Thakrar continue to be independent in accordance with the UK Corporate Governance Code.

Resolutions 12 and 13: Re-appointment and remuneration of auditor

The auditor of a company must be appointed or reappointed at each general meeting at which the accounts are laid. Resolution 12 proposes, on the recommendation of the Audit Committee, the appointment of BDO LLP as the Company's auditor, until the conclusion of the next general meeting of the Company at which accounts are laid.

Resolution 13 seeks shareholder consent for the Audit Committee to set the remuneration of the auditor.

Resolution 14: Political donations and expenditure

Part 14 of the Companies Act 2006 requires companies to obtain shareholders' authority for donations to registered political parties and other political organisations totalling more than £5,000 in any twelve-month period, and for any political expenditure, subject to limited exceptions. The definition of donation in this context is very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. It could include special interest groups which the Company and its subsidiaries might wish to support, even though these activities are not designed to support or influence support for a particular party. It remains the policy of the Company not to make political donations or incur political expenditure as those expressions are normally understood. The directors consider, however, that it is in the best interests of shareholders for the Company to participate in public debate and opinion-forming on matters which affect its business. To avoid inadvertent infringement of the Companies Act 2006, the directors are seeking shareholders' authority for the Company and its UK subsidiaries to make political donations and to incur political expenditure for the period from the date of the AGM to the conclusion of next year's AGM up to a maximum aggregate amount of £25,000.

Resolution 15: Directors' authority to allot shares

The purpose of Resolution 15 is to renew the Directors' power to allot shares. The authority in paragraph (A) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to approximately one third (33.3 per cent.) of the total issued ordinary share capital of the Company (exclusive of treasury shares) which as at 8 April 2025 being the latest practicable date prior to publication of this notice of meeting ("Latest Practicable Date"), is equivalent to a nominal value of 28,271.40.

The authority in paragraph (B) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a pre-emptive offer up to a further nominal value of £28,271.40, which is equivalent to approximately one third (33.3 per cent.) of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at the Latest Practicable Date. As at the Latest Practicable Date, the Company holds 1,164,706 shares in treasury.

There are no present plans to undertake a rights issue or other pre-emptive offer or to allot new shares other than in connection with employee share incentive plans. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

If the Resolution is passed the authority will expire on the earlier of 30 June 2026 and the end of the Annual General Meeting in 2026.

Resolutions 16 & 17: Disapplication of statutory pre-emption rights

If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings.

Resolution 16 deals with the authority of the Directors to allot new shares or other equity securities pursuant to the authority given by Resolution 15, or sell treasury shares, for cash without the shares or other equity securities first being offered to shareholders in proportion to their existing holdings. Such authority shall only be used in connection with a pre-emptive offer, or otherwise, up to an aggregate nominal amount of £8,481.42, being approximately 10 per cent. of the total issued ordinary share capital of the Company as at the Latest Practicable Date (plus a further authority of up to 2 per cent. of issued share capital to be used only for the purposes of making a follow-on offer of the kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Statement of Principles). As at the Latest Practicable Date the Company holds 1,164,706 shares in treasury.

The Pre-Emption Group Statement of Principles supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities (and sales of treasury shares for cash) representing no more than an additional 10 per cent. of issued ordinary share capital (exclusive of treasury shares) (with a further authority of up to 2 per cent. of issued share capital to be used only for the purposes of making a follow-on offer of the kind contemplated by paragraph 3 of Section 2B of the

Pre-Emption Group Statement of Principles), to be used only in connection with an acquisition or specified capital investment. The Pre-Emption Group Statement of Principles defines 'specified capital investment' as meaning one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

Accordingly, and in line with the template resolutions published by the Pre-Emption Group, Resolution 17 seeks to authorise the Directors to allot new shares and other equity securities pursuant to the authority given by Resolution 15, or sell treasury shares, for cash up to a further nominal amount of £8,481.42, being approximately 10 per cent. of the total issued ordinary share capital of the Company as at the Latest Practicable Date, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue. Resolution 16 also provides for a further authority for no more than 2 per cent. of issued share capital to be used only for the purposes of making a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Statement of Principles.

If the authority given in Resolution 17 is used, the Company will publish details of the placing in its next Annual Report.

If these resolutions are passed, the authorities will expire at the end of the next AGM or on 30 June 2026, whichever is the earlier.

The Board considers the authorities in Resolutions 16 and 17 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a rights issue or other pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions.

In the event of the Company issuing shares non-pre-emptively for cash pursuant to the general disapplication of pre-emption rights authorities described above, the Board intends to adhere to the Pre-Emption Group Statement of Principles, including, but not limited to: consulting (where reasonably practicable and permitted by law) with major shareholders prior to the announcement of the issues; providing an explanation of the background to and reasons for the offer and the proposed use of proceeds; as far as possible, making the issue on a soft pre-emptive basis; giving due consideration to the involvement (in the placing and/or in a follow-on issue) of retail investors and existing investors not allocated shares as part of a soft pre-emptive process; involving management in the process of allocation of the shares issued; and, after completion of the issue, making a post-transaction report as described in Section 2B of the Pre-Emption Group Statement of Principles.

Resolution 18: Authority for market purchases of own shares

On 1 May 2024, the Company announced its intention to continue the £20m share buyback programme (commenced in January 2024) (the "2024 Buyback Programme") to buy back the remaining £8.24m of ordinary shares remaining under that programme following the 2024 AGM. The 2024 Buyback Programme was concluded on 27 June 2024, following which the Company announced (on 28 June 2024) a further buyback programme (the "New Buyback Programme") of the Company's ordinary shares up to the value of £20m. The New Buyback Programme commenced under the existing authority granted at the 2024 AGM, with repurchased shares held in treasury.

The Directors are committed to managing the Company's share capital effectively and therefore Resolution 18 asks shareholders to renew the authority for the Company to make market purchases of its own shares. The resolution limits the number of shares the Company can buy to a maximum of 10 per cent. of its issued ordinary share capital, excluding treasury shares, as at the Latest Practicable Date.

The resolution sets out the lowest and highest prices the Company can pay for its shares. The authority will expire at the conclusion of the AGM in 2026, or on 30 June 2026, whichever is the earlier.

The Directors believe that it is advantageous for this general authority to be renewed to provide flexibility in the management of the Company's capital resources. If Resolution 18 is passed, the Directors will only exercise this authority after careful consideration of relevant factors, including whether to do so

would result in an increase in earnings per share, be in the best interests of the Company and would benefit shareholders. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be considered before deciding upon this course of action. In reaching a decision to purchase ordinary shares, the directors would take account of the Company's cash resources and capital and the effect of such purchase on the Company's business.

The Company will only be able to hold in treasury, ordinary shares which are purchased using distributable reserves of the Company not required for other purposes and in the light of market conditions prevailing at the time. Such ordinary shares would be held by the Company in its own name and would in the future either be sold for cash, used to meet the Company's obligations under employee share schemes, or cancelled. Any ordinary shares held in treasury by the Company would remain listed, although the Company would not be able to attend meetings, exercise any voting rights, or receive any dividend or other distribution (save for any issue of bonus shares) in respect of any ordinary shares held in treasury.

Nothing said above regarding the Company's intentions regarding repurchasing ordinary shares should be taken as an indication that, if the authority conferred by Resolution 18 is granted and exercised, earnings per share will necessarily be greater than those for the preceding financial period.

The Group operates a number of different management incentive schemes. Outstanding awards under these schemes may result in shares in the Company being issued to participants (including Executive Directors) subject to the achievement of underlying profit or revenue targets (either at Group, subsidiary or business unit level).

Due to the nature of these schemes, the number of options (or shares which may be acquired in the Company) in connection with outstanding awards is not set at the date of grant and there is no maximum number which may vest. Instead, the number of options or shares which may be acquired in the Company across the schemes is dependent on a number of factors (including future financial performance, change in the Company's market capitalisation and the Company's share price at the time that the awards vest) which are unknown at the Latest Practicable Date prior to the publication of this Notice of AGM.

It is therefore not possible to state the number of options outstanding as at the Latest Practicable Date. Details of the relevant schemes, and their operation (including durations and the nature of the criteria which will determine the level of vesting for each scheme) are set out in Note 24 to the financial statements on pages 209 to 215 of the 2024 Annual Report (which has been published on the Company's website and posted to shareholders along with this Notice of AGM).

Subject to shareholder approval for the Remuneration Policy (Resolution 2) it is anticipated that the Executive Directors of the Company will receive awards under the Long-Term Incentive Plan (as described in the Remuneration Policy set out on pages 115 to 130 of the 2024 Annual Report) over a fixed number of shares at the time the awards are granted.

Resolution 19: Notice of General Meetings

Under the Companies Act 2006, as amended, the notice period required for all general meetings of the Company is 21 days, though shareholders can approve a shorter notice period for general meetings that are not Annual General Meetings, which cannot, however, be less than 14 clear days. Annual General Meetings will continue to be held on at least 21 clear days' notice. The shorter notice period for which shareholder approval is sought under Resolution 19 would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. In the event that a general meeting is called on less than 21 days' notice, the Company will meet the requirements for electronic voting under The Companies (Shareholders' Rights) Regulations 2009. Shareholder approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

Resolution 20: Distributable Reserves

The Board has become aware of certain issues in respect of the payment of the Relevant Distributions. These issues resulted in each of the Relevant Distributions being made otherwise than in accordance with the Companies Act 2006.

The consequences of the Relevant Dividends having been made otherwise than in accordance with the Companies Act 2006

Under the Companies Act 2006, a public limited company may pay a dividend only out of its distributable profits. The rules apply to individual companies and do not treat a group as if it were a single entity. Therefore, a parent company's profits available for distribution are those resulting from its own activities and not those of its subsidiaries, save to the extent that those subsidiaries have made distributions to the parent company.

In addition to having sufficient distributable profits, the Companies Act 2006 provides that a public limited company may only pay a dividend: (i) if at the time the dividend is paid the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable reserves; and (ii) if, and to the extent that, the dividend does not reduce the amount of those net assets to less than the aggregate amount of its called-up share capital and undistributable reserves.

Prior to paying any dividend, a company must ensure that at all times it had the requisite level of distributable profits and the requisite level of net assets by reference in each case to relevant accounts (as defined in the Companies Act 2006). These are the accounts of the individual company and not the group accounts.

The Company has discovered that at the time the Company made the Relevant Dividends, it did not have sufficient distributable profits. There were sufficient distributable profits across the Group as a whole at all relevant times, but for the purposes of the Companies Act 2006 it is only the distributable profits in the Company itself that can be counted. This led to insufficient distributable profits in the Company at those times as the assessments made in calculating the amount of profits that were required to be remitted to the Company in order to create sufficient distributable profits were incorrect.

Accordingly, the Relevant Dividends were made by the Company otherwise than in accordance with the Companies Act 2006. The total aggregate amount of the Relevant Dividends paid otherwise than in accordance with the Companies Act 2006 (the "Excess Dividends") was approximately £2.52 million.

The Company has been advised that, as a consequence of each of the Relevant Dividends having been made otherwise than in accordance with the Companies Act 2006, it may have claims against past and present shareholders who were recipients of the Relevant Dividends to recover the amount paid by way of the Excess Dividends. Similarly, the Company has also been advised that it may have claims against persons who were Directors at the time of payment of each of the Relevant Dividends.

The Company does not intend to make any such claims against either its past or present shareholders or its past or present Directors.

The consequences of the Buyback Programmes having been made otherwise than in accordance with the Companies Act 2006

In addition, the Company was required to have sufficient distributable reserves to purchase its own shares pursuant to the Buyback Programmes, which were conducted via Panmure Liberum as broker. The Company may also have claims against the Directors in connection with the Relevant Share Buybacks having been made otherwise than in accordance with the Companies Act 2006 but has no intention of making any such claims.

The Company has been further advised that Panmure Liberum is entitled to be reinstated on the Company's register of members in respect of the Shares that were the subject of the Relevant Share Buybacks. The Board also notes that at the time Panmure Liberum were not aware that the relevant shares were purchased by the Company otherwise than in accordance with the Companies Act 2006.

The entry by the Company into the buyback deed with Panmure Liberum requires shareholder approval under section 694 of the Companies Act 2006. For the purposes of the Companies Act 2006, the buyback deed will constitute an "off-market" purchase contract where the relevant shares will be purchased otherwise on a recognised investment exchange. Specific authority to make the off-market purchase is also being sought in Resolution 20. The Board intends to hold the shares purchased under the authority as treasury shares.

The purpose of the buyback deed between the Company and Panmure Liberum is to effect the unlawful transfer of the shares that are subject of the Relevant Share Buybacks in accordance with the Companies Act 2006, thereby transferring equitable title in the shares from Panmure Liberum to the Company. The buyback deed between Panmure Liberum and the Company relates to 1,063,556 Shares. Immediately following entry into the buyback deeds, a total of 1,063,556 Shares (the "Buyback Shares") will be bought back by the Company.

The terms of buyback deed provides that the Company will purchase the relevant Shares for an aggregate consideration of £1 (and Panmure Liberum will not be required to account for the monies originally paid to it by the Company in respect of any of the Relevant Share Buybacks).

Pursuant to the buyback deed, the Company will also waive any rights or claims which it has or may have against Panmure Liberum in respect of the Relevant Share Buybacks and the monies paid by the Company to Panmure Liberum in respect of the relevant Shares. In addition, Panmure Liberum will waive any right it may have to be reinstated on the Company's register of members. The Company will also indemnify Panmure Liberum and its affiliated companies and its directors, officers, employees and agents ("Indemnified Parties") from and against any and all claims, losses, damages, liabilities or expenses which the Indemnified Party may suffer or incur, or which may be made or threatened against an Indemnified Party in relation to the matters the subject of the buyback deed.

Panmure Liberum will also waive any rights of claims they have or may have to dividends otherwise due in respect of the relevant Shares, any rights or claims it has or may have to the current value of the relevant Shares and any other rights, claims, interests or benefits which may have arisen in respect of the Shares prior to the date of the buyback deed.

The entry by the Company into the buyback deed will result in the Company's distributable reserves being reduced by £1. Otherwise, it will have no effect on the Company's financial position.

Shareholder Resolution

In order to: (i) remedy the potential consequences of the Relevant Distributions having been made by the Company otherwise than in accordance with the Companies Act 2006; and (ii) put all potentially affected parties so far as possible in the position in which they were always intended to be had the Relevant Distributions been made in accordance with the requirements of the Companies Act 2006, the Company is proposing Resolution 20.

If passed, the effect of Resolution 20, which will be proposed as a special resolution, will be to:

(i) authorise and confirm the appropriation of the relevant distributable profits of the Company to the payment of each of the Relevant Distributions;

(ii) waive and release those shareholders who appeared on the register of members on the record date for each of the Relevant Dividends from any and all claims which the Company has or may have in respect of the payment of each of the Excess Dividends, such waiver and release to be effected by way of the entry by the Company into a shareholders' deed of release;

(iii) authorise the Company to enter into a buyback deed with Panmure Liberum to acquire the relevant Shares the subject of the Relevant Share Buybacks, pursuant to which the Company will also waive and release any claims which it has or may have against Panmure Liberum in respect of the monies paid by the Company to them in respect of the Relevant Share Buybacks; and

(iv) waive and release any rights of the Company to make claims against the Directors and former Directors in respect of the Excess Dividends and the Relevant Share Buybacks, such waiver and release to be effected by way of the entry by the Company into the directors' deeds of release.

The approach that the Company is proposing by way of Resolution 20 in respect of the Relevant Distributions is consistent with the approach taken by other listed companies that have, similarly, made such distributions otherwise than in accordance with the Companies Act 2006.

DIRECTORS' BIOGRAPHIES

DAME JAYNE-ANNE GADHIA (DBE, CVO)

NICOLE COLL

NON-EXECUTIVE DIRECTOR

Skills & Experience

Nicole is a Chartered Accountant with over 25 years of global financial services experience. She has held a number of Executive Director, C-suite and leadership roles, including as CFO of a privately owned UK Bank, Chief Financial Accountant at the Bank of England and several senior finance roles at Société Générale.

Nicole maintains a diverse portfolio of independent non-executive director roles. Her more notable appointments include serving as a Non-Executive Director & Chair of the Remuneration Committee at Société Générale International Limited, as well as Senior Independent Non-Executive Director and Chair of both the Audit and Remuneration Committees at Atrium Underwriting Group Ltd. Additionally, she is a Non-Executive Director and Chair of the Audit Committee at DF Capital Bank Limited, and a Senior Independent Non-Executive Director, Deputy Chair, and Chair of the Audit Committee at Dudley Building Society.

Maintaining Skill Set

Nicole's skills and experience are kept up to date by the nature of her current roles, and a variety of continuous professional development (CPD) training, required annually as a Chartered Accountant. Additionally, Nicole also attends a variety of skills-focused Non-Executive Director networking opportunities and financial service updates and seminars.

Committee membership:
Audit Committee (Chair)
Nomination Committee
Remuneration Committee

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Alpha Group International PLC — Proxy Solicitation & Information Statement 2025

10421_agm-r_2025-04-17_4916ab93-0910-4900-b9ae-f47b1111289d.pdf

Notice of the 2025 Annual General Meeting of Alpha Group International plc to be held on 15 May 2025

Letter from the Chair

Distributable Reserves

Remuneration Policy

Questions

Action to be taken

Recommendation

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING ("AGM")

Entitlement to attend and vote

Appointment of proxies

Appointment of proxy by joint members

Changing proxy instructions

Termination of proxy appointments

Corporate representatives

Nominated persons

CREST and Proxymity

Issued shares and total voting rights

Poll

Questions at the AGM

Communication

Audit concerns

Website information

Documents on display

Resolution 5: Final Dividend

Resolutions 6 to 11: Election & Re-election of directors

Resolutions 12 and 13: Re-appointment and remuneration of auditor

Resolution 14: Political donations and expenditure

Resolution 15: Directors' authority to allot shares

Resolutions 16 & 17: Disapplication of statutory pre-emption rights

Resolution 18: Authority for market purchases of own shares

Resolution 19: Notice of General Meetings

Resolution 20: Distributable Reserves

Shareholder Resolution

DAME JAYNE-ANNE GADHIA (DBE, CVO)

NON-EXECUTIVE CHAIR

Skills & Experience

Maintaining Skill Set

CLIVE KAHN

CHIEF EXECUTIVE OFFICER

Skills & Experience

Maintaining Skill Set

TIM POWELL

CHIEF FINANCIAL OFFICER

Skills & Experience

Maintaining Skill Set

TIM BUTTERS

CHIEF RISK OFFICER

Skills & Experience

Maintaining Skill Set

VIJAY THAKRAR

NON-EXECUTIVE DIRECTOR

Skills & Experience

Maintaining Skill Set

NICOLE COLL

NON-EXECUTIVE DIRECTOR

Skills & Experience

Maintaining Skill Set

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Alpha Group International PLC Proxy Solicitation & Information Statement 2025