ASSETCO PLC — Proxy Solicitation & Information Statement 2026

Mar 27, 2026

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

If you sell or have sold or otherwise transferred all of your A Ordinary Shares please forward this document but not the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, these documents should not be forwarded or transmitted into any jurisdiction where such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your A Ordinary Shares you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

The Company and each of the Directors, whose names appear on page 4 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.

RIVER GLOBAL

RIVER GLOBAL PLC

(incorporated and registered in England and Wales with registered number 04966347)

Proposed Disposal of River Global Holdings Limited

and

Notice of General Meeting

Your attention is drawn to the letter from the Chairman of the Company set out in this document. That letter explains the background to, and reasons for, the Proposed Disposal and contains a recommendation from the Directors that you vote in favour of the Resolution to be proposed at the General Meeting referred to below. You should read this document in its entirety and consider whether to vote in favour of the Resolution to be proposed at the General Meeting.

Notice of a General Meeting of River Global PLC to be held at 30 Coleman Street, London EC2R 5AL on 14 April 2026 at 10.00 a.m., is set out at the end of this document. You will find enclosed a Form of Proxy for use at the General Meeting. It is requested that any Form of Proxy or other instrument appointing a proxy be received either by post (during normal business hours only) or a scanned copy be emailed to the Company's Registrar in accordance with the instructions printed on the Form of Proxy to arrive no later than 10.00 a.m. on 10 April 2026.

The Proposed Disposal is conditional, inter alia, upon the Resolution having been passed by Shareholders at the General Meeting.

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IMPORTANT NOTICE

Cautionary Note Regarding Forward-Looking Statements

This document includes statements that are, or may be deemed to be, "forward-looking statements" which reflect the Directors' current views, interpretations, beliefs or expectations with respect to the financial performance, business strategy and plans and objectives of management for future operations of the Group. These statements include forward-looking statements with respect to the Group and the sector and industry in which the business currently operates. Statements which include the words "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "aims", "targets", "will", "should" or, "future", "opportunity", "potential" or, in each case, their negatives, and similar statements of a future or forward-looking nature identify forward-looking statements. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. While the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

The distribution of this document and/or Form of Proxy in certain jurisdictions may be restricted by law and therefore persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply may constitute a violation of the securities law of any such jurisdiction.

In accordance with the AIM Rules, this document will be available on the Company's website (http://www.river.global) from the date of this document, free of charge.

References to Defined Terms

Certain terms used in this document are defined in the section of this document under the heading "Definitions".

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CONTENTS

	Page
DIRECTORS, SECRETARY AND ADVISERS	4
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
DEFINITIONS	6
LETTER FROM THE CHAIRMAN OF THE COMPANY	8
NOTICE OF GENERAL MEETING	12

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4

DIRECTORS, SECRETARY AND ADVISERS

Directors

Martin Gilbert Chairman
Gary Marshall Executive Director
Richard Pavry Executive Director
Tudor Davies Non-Executive Director
Jonathan Dawson Senior Independent Non-Executive Director
Simon Troughton Non-Executive Director
Christopher Mills Non-Executive Director

Registered Office

30 Coleman Street, London EC2R 5AL

Nominated adviser and broker

Panmure Liberum Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY

Legal advisers to the Company

Gowling WLG (UK) LLP
4 More London Riverside
London SE1 2AU

Registrars

Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Date(1)(2)
2026

Publication of this document	27 March
Latest time and date for the receipt of Forms of Proxy	10.00 am on 10 April
General Meeting	10.00 am on 14 April
Expected date of completion of the Proposed Disposal(3)	by 30 June

Notes

(1) Each of the times and dates are indicative only and are subject to change at the absolute discretion of the Company. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a RIS.

(2) References to times in this document are to London times unless otherwise stated.

(3) The Proposed Disposal is conditional upon the satisfaction of conditions including, inter alia, the passing of the Resolution and the FCA approving the Change of Control. Completion of the Disposal is to occur no later than 30 September 2026, being the longstop date under the terms of the Disposal.

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DEFINITIONS

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

“AIM” the market of that name operated by the London Stock Exchange

“AIM Rules” the rules for companies governing admission to and the operation of AIM, published by the London Stock Exchange

“A Ordinary Shares” A ordinary shares of £0.005 each in the capital of the Company

“AuMA” assets under management and advice

“Board” the board of directors of the Company for the time being or a duly constituted committee thereof

“B Shares” B shares of £0.005 each in the capital of the Company

“Change of Control” the change of control that, upon Completion will take place in respect of entities within the Group that are regulated by the FCA

“Company” or “River Global” River Global PLC

“Completion” completion of the Proposed Disposal

“Consideration Shares” the Initial Consideration Shares and any Contingent Consideration Shares

“Contingent Consideration Shares” up to 820,721 Liontrust Ordinary Shares to be issued to the Company as deferred consideration under the terms of the Proposed Disposal

“CREST” the relevant system (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holding of uncertificated shares operated by Euroclear UK & Ireland Limited

“CREST Manual” the compendium of documents entitled “CREST Manual” issued by Euroclear from time to time

“CREST Regulations” the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as amended)

“Devon Equity Management” Devon Equity Management Limited

“Directors” the directors of the Company as at the date of this document whose names are set out on page 4 of this document and “Director” means any one of them

“Euroclear” Euroclear UK and International Limited

“FCA” the Financial Conduct Authority

“Form of Proxy” the enclosed form of proxy for use in connection with the General Meeting

“FSMA” the Financial Services and Markets Act 2000, as amended

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"General Meeting"
the general meeting of the Company to be held at 30 Coleman Street, London EC2R 5AL on 14 April 2026 at 10.00 a.m. or any adjournment thereof notice of which is set out at the end of this document

"Group"
the Company and its subsidiary undertakings

"HMRC"
HM Revenue and Customs

"Initial Consideration Shares"
the 2,970,232 Liontrust Ordinary Shares to be issued to the Company as initial consideration under the terms of the Proposed Disposal

"Liontrust"
Liontrust Asset Management PLC

"Liontrust Ordinary Shares"
ordinary shares of 1p each in the share capital of Liontrust

"London Stock Exchange"
London Stock Exchange plc

"Notice of General Meeting"
the notice of the General Meeting set on page 12 of this document

"Parmenion"
Parmenion Capital Partners LLP

"Proposed Disposal" or "Disposal"
the proposed disposal by the Company of the entire issued share capital of RGH upon the terms and subject to the conditions described in this document

"Registrar"
Computershare Investor Services PLC

"Regulatory Information Service" or "RIS"
a regulatory information service authorised by the FCA to receive, process and disseminate regulatory information from listed companies

"Resolution"
the resolution set out in the Notice of General Meeting

"River Global Holdings" or "RGH"
River Global Holdings Limited

"Shareholder"
a holder of an A Ordinary Share

"Share Option Scheme"
the Company's restricted share plan for certain senior employees

"UK" or "United Kingdom"
the United Kingdom of Great Britain and Northern Ireland

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LETTER FROM THE CHAIRMAN OF THE COMPANY
RIVER GLOBAL PLC
(Incorporated and registered in England and Wales with registered number 04966347)
27 March 2026

Dear Shareholder

Proposed Disposal of River Global Holdings Limited
and
Notice of General Meeting

1. INTRODUCTION

On 16 March 2026 the Company announced that it has conditionally agreed to sell the entire issued share capital of its wholly owned subsidiary, River Global Holdings Limited, to Liontrust for an initial consideration of £7.6 million and a deferred consideration of up to £2.1 million to be satisfied, in each such case, by the issue of Liontrust Ordinary Shares credited as fully paid at an issue price of 255.87 pence per Liontrust Ordinary Share. The deferred consideration is contingent on the delivery of certain revenues to the Liontrust group as enlarged by its acquisition of RGH within twelve months of Completion. The Disposal is expected to complete by the end of June 2026.

RGH is the holding company for the Group's asset management business. In accordance with AIM Rule 15, the Disposal constitutes a fundamental change of business of the Company and is therefore conditional upon the approval of Shareholders. The Disposal is also conditional on FCA approval of the Change of Control.

It is the intention of the Board that, following Completion, the Consideration Shares will be distributed to Shareholders. The Board is currently considering with its advisers how this might best be achieved but, given that the Company does not have available the necessary distributable reserves, it is likely to involve some form of capital reconstruction. The Board is also considering when awards granted under the Share Option Scheme should vest and entitle holders of awards to receive a proportion of the Consideration Shares. The vesting of the awards will require the issue of an additional 12.9 million A Ordinary Shares and the transfer out of treasury of 5.3 million A Ordinary Shares together representing 11.4 per cent. of the A Ordinary Shares in issue (net of A Ordinary Shares held in treasury). The Board will make a further announcement in respect of these matters in due course.

The purpose of this document is to (i) provide information on the background to, reasons for, and the consequences of the Proposed Disposal; (ii) provide information on Liontrust; (iii) explain why the Directors unanimously consider the Disposal to be in the best interests of the Company and Shareholders as a whole; and (iv) convene the General Meeting to seek Shareholder approval of the Resolution to approve and implement the Disposal.

1. BACKGROUND TO AND REASONS FOR THE PROPOSED DISPOSAL

Since relaunching itself in 2021, the Company (then called AssetCo) has successfully developed into a focussed asset management group through a series of acquisitions and organic growth. Further, it has rationalised these acquisitions into a single, coherent asset management business unit and reduced overheads very significantly while investment performance has strengthened particularly in recent times.

River Global Holdings was formed by bringing together and integrating River & Mercantile Asset Management, SVM Asset Management, Ocean Dial Asset Management, Revera Asset Management, and Saracen Fund Managers to create an investment company better able to serve financial advisers, wealth managers, institutions and their clients. Devon Equity Management was acquired and became a wholly owned subsidiary of RGH in October 2025. The business of Devon Equity Management has not yet been fully integrated with other subsidiaries of RGH and continues to serve its client on an ongoing basis. RGH has a range of active strategies including recovery, value, growth and smaller companies strategies and offers a range of UK, European, Indian and Global geographical strategies, all focused on long term investment returns for clients.

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As reported on 16 March 2026, in the year ended 30 September 2025, RGH's management and advisory fee revenues were £11.5 million. However, the run rate revenues for RGH, adjusted for known losses and excluding Devon Equity Management, as at 27 February 2026 are £10.5 million(1)(2). Through initiatives undertaken and following a successful period of cost rationalisation over the last 18 months, RGH is close to break even on a run rate basis.

On 27 February 2026, RGH's AuMA(3) stood at £2,722 million broken down by type and investment team as follows:

Fund name/category	Total (£m)	Institutional Accounts (£m)	Investment Trusts (£m)	UK Retail Funds (£m)	International Funds (£m)
Compound Global	434	–	–	74	360
European	43	–	–	43	–
Global Recovery	320	40	–	197	84
Global Income & Growth	180	–	–	180	–
India Capital Growth	115	–	115	–	–
UK Opportunities	469	137	–	332	–
UK Recovery	78			78
UK Smaller Companies & Micro Cap	512	125	95	292	–
UK Equity Income	12	–	–	12	–
Blevins Franks Funds	558	–	–	–	558
Total	2,722	302	210	1,208	1,002

The Board believes that the Disposal represents a positive outcome for all of the Company's stakeholders. Shareholders are expected to receive Liontrust Ordinary Shares, with the potential for further returns from future growth in the combined business. River Global colleagues will join the wider Liontrust team and gain the benefit of considerable additional resource. River Global's investment strategies will have access to Liontrust's brand, platform and its substantial marketing and distribution infrastructure that should enable the combined business to accelerate inflows.

3. TERMS OF THE DISPOSAL

Under the terms of the Disposal the Company will, on Completion, receive initial consideration of £7.6 million, satisfied by the issue of 2,970,232 Liontrust Ordinary Shares at an issue price of 255.87p per Liontrust Ordinary Share. Additionally, subject to the delivery of certain revenues to the Liontrust group as enlarged by the acquisition of RGH in the 12 months following Completion, the Company will be entitled to receive deferred consideration of up to £2.1 million to be satisfied by the issue of up to 820,721 Liontrust Ordinary Shares at an issue price of 255.87p per Liontrust Ordinary Share.

The Disposal is conditional, upon (i) Shareholders passing the Resolution and thereby approving the Disposal for the purposes of the AIM Rules; (ii) the FCA approving the Change of Control; and (iii) the approval by the FCA of certain Liontrust individuals to perform certain senior management functions. These conditions are to be satisfied by no later than 30 September 2026 being the longstop date for the satisfaction of the conditions under the terms of the Disposal.

Under the terms of the Disposal two of the largest Shareholders, holding in aggregate 35,857,000 A Ordinary Shares representing 22.3 per cent. of the issued share capital of the Company on the date of this document, have agreed to enter into "lock-ins" (for a two year period) and orderly market arrangements in respect of the Consideration Shares ultimately received by them.

Upon Completion Martin Gilbert will join the board of Liontrust as a non-executive director.

(1) Source: RGH. The run rate management and advisory fee revenues are calculated as daily average December 2025 to February 2026 net management and advisory fees collected or accrued, multiplied by 365 and then adjusted for known losses.

(2) Excludes management fee revenues for Devon Equity Management.

(3) Excluding Devon Equity Management.

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1. THE COMPANY FOLLOWING COMPLETION

Following Completion, the Company will no longer have any active business or trading activities. However, the Company will be maintained for the time being for the purpose of receiving and crystallising future benefits from the Disposal and any other benefits due and the A Ordinary Shares and the B Shares will continue to be traded on AIM. The B Shares will continue to be entitled to the benefit of the Company's investment in Parmenion whilst the holders of A Ordinary Shares will, subject to the implementation of any required capital reconstruction and requisite Shareholder approval, receive the Initial Consideration Shares and any Contingent Consideration Shares. The holders of the A Ordinary Shares will also be entitled to receive, from the proceeds of the sale of Parmenion, a cash contribution from the holders of the B Shares to reflect the costs and expenses of maintaining the Company (including its admission to trading on AIM) that have to date been, and will on an ongoing basis following Completion be, borne solely by the holders of A Ordinary Shares. To date this balance amounts to £732,000.

Post Completion a cash balance will be available to the Company to fund its ongoing existence from the release of capital currently required by RGH, as determined under the terms of the Disposal and subject to reduction by such expenses as are incurred by the business in the meantime. In addition it is proposed that a transitional services agreement will be entered into between RGH or a Liontrust entity and the Company. Under the terms of this agreement, the relevant entity will provide administrative services and support to the Company.

1. INFORMATION ON LIONTRUST

Liontrust is a specialist active asset manager launched in 1995 and listed on the London Stock Exchange in 1999. Its seven investment teams each have a clear approach to investment with their own distinctive, robust and repeatable investment process. All investment teams are focused on active management, high conviction (benchmark agnostic), long-term investing and engagement with investee companies and clients.

As at 27 February 2026, Liontrust's AuMA stood at £21,710 million and were broken down by type and investment process as follows:

Process	Total (£m)	Institutional Accounts (£m)	Investment Trusts (£m)	UK Retail Funds & MPS (£m)	Alternative Funds (£m)	International Funds (£m)
Sustainable Investment	6,837	338	0	6,319	0	180
Economic Advantage	2,605	484	0	2,092	0	29
Multi-Asset	3,980	0	0	3,854	0	126
Global Equities	1,148	0	0	1,073	24	51
Global Innovation	888	0	0	870	0	18
Cashflow Solution	4,482	1,021	0	2,806	213	442
Global Fundamental	1,770	203	1,170	397	0	0
Total	21,710	2,046	1,170	17,411	237	846

Liontrust expects the acquisition of RGH to be earnings-enhancing with regard to its adjusted diluted earnings per share for the financial year ending 31 March 2027 and materially accretive in subsequent years. Further information about Liontrust can be found on its website at www.liontrust.com.

1. B SHARES

The Company's share capital is split into A Ordinary Shares and B Shares. The rights attaching to the B Shares are such that their holders are entitled solely to the benefit of the Company's economic interest in Parmenion. They do not otherwise participate in the assets or profits of the Group and they will not be entitled to attend or vote on the Resolution to be proposed at the General Meeting.

The rights attaching to the B Shares are not being varied or abrogated by virtue of the Disposal.

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1. AIM RULE 15

Following Completion the Company will become an AIM Rule 15 cash shell and, as such, will technically be required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 on or before the date falling six months from Completion or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6m) failing which, the Company's shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the suspension not have been lifted.

At this stage, the Board has not concluded whether it intends to undertake a reverse takeover, be re-admitted to AIM or cancel its admission to trading on AIM in accordance with the AIM Rules.

1. GENERAL MEETING

The Notice of General Meeting is set out at the end of this document. The General Meeting is to be held at 10.00 a.m. on 14 April 2026 at 30 Coleman Street, London EC2R 5AL for the purposes of considering and, if thought fit, passing the Resolution, as an ordinary resolution, to approve the Proposed Disposal:

1. ACTION TO BE TAKEN IN RELATION TO THE GENERAL MEETING

Shareholders are encouraged to complete and return their Form of Proxy appointing the "Chairman of the Meeting" as their proxy to ensure their votes are included in the vote to be conducted on the Resolution.

To be valid the completed and signed Form of Proxy must either be returned to the Registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or a scanned copy be emailed to the Registrars, #UKCSBRS.ExternalProxyQueries@computershare.co.uk.

Whichever means of return is used this must be done in sufficient time to ensure the Form of Proxy is received by 10.00 a.m. on 10 April 2026.

1. UNDERTAKINGS AND RECOMMENDATION

Christopher Mills and I have undertaken to vote in favour of the Resolution (in respect of our own shareholdings and shareholdings associated with us) in respect of 35,587,000 A Ordinary Shares in aggregate representing 22.3 per cent. of the A Ordinary Shares in issue as at the date of this document.

The Directors consider that the Proposed Disposal is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution.

Yours faithfully

Martin Gilbert
River Global PLC

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NOTICE OF GENERAL MEETING
RIVER GLOBAL PLC
(Incorporated and registered in England and Wales with registered number 04966347)

NOTICE IS HEREBY GIVEN that a general meeting of River Global PLC will be held at 30 Coleman Street, London EC2R 5AL on 14 April 2026 at 10.00 a.m. for the purposes of considering and, if thought fit, passing the following Resolution which will be proposed as an Ordinary Resolution:

Unless otherwise defined capitalised terms used in the following Resolution shall have the meanings ascribed to them in the circular to Shareholders dated 27 March 2026 (the "Circular").

Ordinary Resolution

THAT, the disposal by the Company of River Global Holdings pursuant to a share purchase agreement dated 13 March 2026 between the Company and Liontrust (as such share purchase agreement may be amended from time to time) and related documentation (the "Disposal"), as further described in the Circular, be and hereby is approved, for the purpose of Rule 15 of the AIM Rules and otherwise, and that the Directors, or any duly authorised committee thereof, be and are hereby authorised to agree any amendments, waivers, variations or extensions of or to the transaction documents for such Disposal, to take all necessary steps and to execute all other documents and deeds as they may consider to be necessary or desirable to give effect to or to complete the Disposal.

By order of the Board

Gordon Brough

Company Secretary

Registered Office:
30 Coleman Street, London EC2R 5AL

Registered in England and Wales No. 04966347

NOTES:

ENTITLEMENT TO ATTEND AND VOTE

1. A Shareholder who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to exercise all or any of the Shareholder's rights to attend, speak and vote on their behalf. Such a proxy need not also be a Shareholder but must attend the meeting in person for the Shareholder's vote to be counted. The appointment of a proxy will not prevent a Shareholder from attending and voting at the meeting if they wish to do so.

2. Only those Shareholders registered on the Company's register of members at:

a) 6.30 p.m. on 10 April 2026; or
b) if the General Meeting is adjourned, at 6.30 p.m. on the day two days prior to the adjourned meeting, shall be entitled to vote at the General Meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the General Meeting.

WEBSITE GIVING INFORMATION REGARDING THE General Meeting

1. Information regarding the General Meeting, including a copy of this Notice of General Meeting and the information required by section 311A of the Companies Act 2006, can be found at the Company's website, www.river.global.

APPOINTMENT OF PROXIES

1. If you are a Shareholder at the time set out in Note 2 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the General Meeting and you should have received a Form of Proxy with this Notice of General Meeting. You can only appoint a proxy using the procedures set out in these Notes and the notes to the Form of Proxy.

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1. A proxy does not need to be a Shareholder but must attend the General Meeting to represent you. Details of how to appoint a proxy using the form of proxy are set out in the notes to the Form of Proxy.

2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different A Ordinary Shares. You may not appoint more than one proxy to exercise rights attached to any one A Ordinary Shares. To appoint more than one proxy using a hard copy Form of Proxy, please contact the Company's registrars, Computershare Investor Services PLC, on 0370 889 3198, to request additional Forms of Proxy.

3. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.

APPOINTMENT OF PROXY USING HARD COPY PROXY FORM

1. The notes to the Form of Proxy explain how to direct your proxy to vote on the Resolution or withhold their vote.

To appoint a proxy using the Form of Proxy, the form must be:

a) completed and signed;
b) sent or delivered to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY; and
c) received by Computershare Investor Services PLC no later than 10.00 a.m. on 10 April 2026.

In the case of a Shareholder which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or a duly authorised 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.

If you have not received a Form of Proxy and believe that you should have one, or if you require additional proxy forms, please contact Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY on 0370 889 3198.

APPOINTMENT OF PROXIES THROUGH CREST

1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from https://www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed 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 made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual.

The message must be transmitted so as to be received by the issuer's agent (ID number 3RA50) by 10.00 a.m. on 10 April 2026 or, in the event of an adjournment of the General Meeting, 48 hours before the adjourned General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

2. 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.

ELECTRONIC APPOINTMENT OF PROXIES

1. As an alternative to completing the printed Form of Proxy, you may appoint a proxy electronically by visiting the following website: www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN as printed on your proxy form and to agree to certain terms and conditions. To be effective, electronic appointments must have been received by the Company's Registrars not later than 10.00 am on 10 April 2026.

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APPOINTMENT OF PROXY BY JOINT MEMBERS

1. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, 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

1. To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. This can be done at any time provided it is received by Computershare Investor Services PLC prior to 10.00 a.m. on 10 April 2026.

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 Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY on 0370 889 3198.

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

1. 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 Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. In the case of a Shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or a duly authorised 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.

Such revocation notice must be received by Computershare Investor Services PLC no later than 10.00 a.m. on 10 April 2026. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then your proxy appointment will remain valid.

CORPORATE REPRESENTATIVES

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

ISSUED ORDINARY SHARES AND TOTAL VOTING RIGHTS

1. As 26 March 2026 (being the last business day prior to the publication of this Notice of General Meeting), the Company's issued ordinary share capital comprised 165,962,970 A ordinary shares of £0.005 each (of which 5,354,770 were held in treasury) and 149,292,970 B shares of £0.005 each (of which 5,354,77 were held in treasury). Each A ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 26 March 2026, excluding those held in treasury, is 160,608,200. The B Shares have no voting rights attached to them.

VOTING

1. Voting on the Resolution will be conducted by way of a show of hands.

COMMUNICATION

1. Except as provided above, Shareholders who have general queries about the General Meeting should use the following means of communication (no other methods of communication will be accepted):

a) e-mailing our investor relations team at RiverGlobalplc@river.global; or
b) calling the dedicated River Global PLC shareholder information line at Computershare on 0370 889 3198.

You may not use any electronic address provided either:

a) in this Notice; or
b) any related documents (including the form of proxy),

to communicate with the Company for any purposes other than those expressly stated.

QUESTIONS AT THE General Meeting

1. Any Shareholder has the right to ask questions of the Company at the General Meeting. The Company must answer any question you ask relating to the business being dealt with at the General Meeting unless:

a) answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; or
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 interest of the Company or the good order of the General Meeting that the question be answered.

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