Ashington Innovation PLC

Declaration of Voting Results & Voting Rights Announcements • Jun 26, 2025

THE COMPANIES ACT 2006

RESOLUTIONS OF ASHINGTON INNOVATION PLC

(the "Company")

At the Annual General Meeting of the Company duly convened at the offices of Fladgate LLP at 16 Great Queen Street, London, WC2B 5DG at 11:00 on 9 June 2025, the following resolutions were duly passed as ordinary and special resolutions.

ORDINARY RESOLUTION

1. Authority to allot

THAT:

• 5.1. in accordance with section 551 Companies Act 2006, the Directors be generally and unconditionally authorised to allot Relevant Securities (as defined below) up to an aggregate nominal amount of £100,000,000;
  • 5.2. this authority will expire, unless renewed, varied or revoked by the Company, on the date falling five years after the date of passing this resolution, but the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired;
  • 5.3. this resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot Relevant Securities, but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities; and
  • 5.4. in this resolution, Relevant Securities means:
    • 5.4.1. shares in the Company other than shares allotted pursuant to:
      • 5.4.1.1. an employee share scheme (as defined by section 1166 Companies Act 2006);
      • 5.4.1.2. a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or
      • 5.4.1.3. a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security; and
    • 5.4.2. any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme. References to the allotment of Relevant Securities in this resolution include the grant of such rights.

SPECIAL RESOLUTIONS

6. Disapplication of Pre-emption Rights

THAT, subject to the passing of resolution 5:

• 6.1. the Directors be given the general power to allot equity securities (as defined by section 560 Companies Act 2006) for cash, either pursuant to the authority conferred by resolution 5 or by way of a sale of treasury shares, as if section 561 (1) Companies Act 2006 did not apply to any such allotment. This power is limited to:
  • 6.1.1. the allotment of equity securities in connection with an offer of equity securities:
    • 6.1.1.1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
    • 6.1.1.2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary;
  • 6.1.2. to the extent (if any) that such an allotment would otherwise be subject to the provisions of section 561 (1) Companies Act 2006, for the purposes of, in connection with, or resulting from, the acquisition by the Company of one or more target companies, businesses, projects or assets (Acquisition), the financing of any Acquisition, or the amendment, restatement, cancellation, forgiveness or other restructuring of all or any part of any debt (or other financial obligation) owed or guaranteed by any company or entity acquired by the Company (or by any subsidiary of the Company), or of all or any part of any debt (or other financial obligation) assumed or entered into or guaranteed by the Company (or by any subsidiary of the Company) in connection with any Acquisition; and
  • 6.1.3. the allotment (otherwise than pursuant to paragraph 6.1.1) of equity securities or sale of treasury shares up to an aggregate nominal amount of £50,000,000.
• 6.2. the Directors may, for the purposes of paragraph 6.1, impose any limits or restrictions and make any arrangements which they consider necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;
• 6.3. the power granted by this resolution will expire on the date falling five years after the date of passing this resolution (unless renewed, varied or revoked by the Company prior to or on such date) except that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement notwithstanding that the power conferred by this resolution has expired; and

• 6.4. this resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) Companies Act 2006 did not apply but without prejudice to any allotment of equity securities already made, offered or agreed to be made pursuant to such authorities.

• THAT a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Chairman

Datel