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 Financial Services and Markets Act 2000 (as amended) (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, this document 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 this document 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)

Capital Reduction and Return of Capital

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 Capital Reduction and Return of Capital and contains a recommendation from the Directors that you vote in favour of the Resolutions 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 Resolutions 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 Thursday 25 June 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 you sign and send or deliver your Form of Proxy to the Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by emailing a scanned copy to Computershare at #[email protected] or alternatively appoint a proxy electronically online at www.investorcentre.co.uk/eproxy, through CREST or (in the case of institutional investors) via the Proxymity platform, in each case in accordance with the Notes to the Notice of General Meeting which forms part of this document and the instructions printed on the Form of Proxy as soon as possible, but in any event so as to be received by Computershare no later than 10.00 a.m. on 23 June 2026 or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of such 48 hour period falling on a non-working day). The return of a completed Form of Proxy or the electronic appointment of a proxy online at www.investorcentre.co.uk/eproxy, through CREST or via the Proxymity platform will not prevent you from attending, asking questions and voting at the General Meeting (or any adjournment thereof) if you so wish.

The Capital Reduction and Return of Capital are conditional, inter alia, upon the Resolutions having been passed by Shareholders at the General Meeting.

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", "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.

Note to overseas persons

The distribution of this document and/or the 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.

Availability on website

In accordance with the AIM Rules, this document is available on the Company's website (www.riverglobalplc.com), free of charge. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated into, or forms part of, this document.

References to defined terms

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

	Page
DIRECTORS, SECRETARY AND ADVISERS	4
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
DEFINITIONS	6
LETTER FROM THE CHAIRMAN OF THE COMPANY	9
NOTICE OF GENERAL MEETING	16

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

Company secretary

Gordon Brough

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

Registrar

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

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	Time and/or date(1)2026
Publication of this document	9 June
Latest time and date for lodging Forms of Proxy or submitting proxy instructions online at www.investorcentre.co.uk/eproxy, through CREST or via the Proxymity platform	10.00 a.m. on 23 June
General Meeting	10.00 a.m. on 25 June
The following dates and times associated with the Capital Reduction and Return of Capital are indicative only and subject to change and will depend on, among other things, the date on which the conditions for completion of the Proposed Disposal described in the Disposal Circular are satisfied, the date on which the Court confirms the Capital Reduction and the date on which the Registrar of Companies registers the Court Order and the statement of capital in respect of the Capital Reduction at Companies House. The Company will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on the Company's website at www.riverglobalplc.com.
New A Ordinary Shares issued and existing A Ordinary Shares transferred out of treasury to Optionholders	8.00 a.m. on 26 June
Admission of new A Ordinary Shares (issued pursuant to the Share Option Scheme) to trading on AIM	8.00 a.m. on 26 June
D Ordinary Share Issue Record Time	6.30 p.m. on 26 June
D Ordinary Shares issued to A Shareholders	8.00 a.m. on 29 June
A Ordinary Shares marked ex-entitlement to D Ordinary Shares	8.00 a.m. on 29 June
Capital Reduction and Return of Capital Record Time	6.30 p.m. on 29 June
Expected date of completion of the Proposed Disposal(2)	30 June
Expected date of the first Court hearing for initial directions	7 July
Expected date of the second Court hearing to confirm the Capital Reduction	28 July
Announcement of the number of Initial Consideration Shares to be transferred to D Shareholders for each D Ordinary Share held at the Capital Reduction and Return of Capital Record Time pursuant to the Return of Capital	28 July
Effective Date of the Capital Reduction and Return of Capital(3)	29 July
Expected date of crediting of CREST accounts and despatch of share certificates in respect of Initial Consideration Shares pursuant to the Return of Capital	as soon as reasonably practicable after, and within 14 days of, the Effective Date

Notes

(1) All references to times in this document are to London times.
(2) Completion of the Proposed Disposal is conditioned upon the satisfaction of conditions including, inter alia, the FCA approving the Change of Control. Completion of the Proposed Disposal is to occur no later than 30 September 2026, being the longstop date under the terms of the Proposed Disposal.
(3) The Capital Reduction will become effective on registration of the Court Order and the statement of capital in respect of the Capital Reduction by the Registrar of Companies at Companies House. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.

DEFINITIONS

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

“Act” the Companies Act 2006, as amended
“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
“Articles” the articles of association of the Company
“Board” the board of directors of the Company for the time being or a duly constituted committee thereof
“Book Value” the prevailing book value attributed to an asset as recorded in the Company’s accounts at the relevant time
“B Shares” B shares of £0.005 each in the capital of the Company
“Business Day” any day (other than a Saturday or Sunday) on which banks are open in London for normal banking business
“Capital Reduction” the capital reduction in respect of the Company as described in paragraph 2 of the letter from the Chairman of the Company
“Capital Reduction and Return of Capital Record Time” 6.30 p.m. on the Business Day on which the D Ordinary Shares have been issued to A Shareholders
“Capital Reduction and Return of Capital Resolution” Resolution 3 as set out in the Notice of General Meeting
“CGT” capital gains tax
“Change of Control” the change of control that, upon completion of the Proposed Disposal, 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 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
“Court” the High Court of Justice in England and Wales
“Court Order” the order of the Court confirming the Capital Reduction
“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
“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

“D Ordinary Share Issue”
has the meaning given to it in paragraph 2 of the letter from the Chairman of the Company

“D Ordinary Share Issue Record Time”
6.30 p.m. on the Business Day immediately preceding the Business Day of the D Ordinary Share Issue

“D Ordinary Shares”
has the meaning given to it in paragraph 2 of the letter from the Chairman of the Company

“D Shareholder”
a holder of (a) D Ordinary Share(s)

“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

“Disposal Circular”
the circular to Shareholders dated 27 March 2026

“Effective Date”
the date on which the Capital Reduction becomes effective, being the date on which the Court Order and the statement of capital in respect of the Capital Reduction have both been registered by the Registrar of Companies at Companies House

“Euroclear”
Euroclear UK & 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

“General Meeting”
the general meeting of the Company to be held at 10.00 a.m. on Thursday 25 June 2026 or any adjournment thereof notice of which is set out at the end of this document

“Group”
the Company and its subsidiaries

“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 and to be transferred to D Shareholders, so far as possible, by way of the Return of Capital

“Latest Practicable Date”
5 June 2026 being the latest practicable date before the publication of this document

“Liontrust”
Liontrust Asset Management PLC

“Liontrust Ordinary Shares”
ordinary shares of £0.01 each in the capital of Liontrust

“London Stock Exchange”
London Stock Exchange plc

“Merger Reserve Balance”
has the meaning given to it in paragraph 2 of the letter from the Chairman of the Company

“Notice of General Meeting”
the notice of the General Meeting set out on page 16 of this document

“Optionholders” holders of conditional rights to acquire A Ordinary Shares granted under the Share Option Scheme

“Panmure Liberum” Panmure Liberum Limited

“Parmenion” Parmenion Capital Partners LLP

“Proposals” together the Disposal, the Capital Reduction and Return of Capital

“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 the Disposal Circular

“Registrar” or “Computershare” Computershare Investor Services PLC

“Registrar of Companies” the Registrar of Companies for England and Wales

“Regulatory Information Service” one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information from listed companies

“Remuneration Committee” the remuneration committee of the Company

“Return of Capital” the return of share capital cancelled pursuant to the Capital Reduction to D Shareholders by the transfer of such number of Initial Consideration Shares as prescribed by the terms of the Capital Reduction and Return of Capital Resolution to each registered holder of D Ordinary Shares as at the Capital Reduction and Return of Capital Record Time on a pro rata basis for each D Ordinary Share held

“Resolutions” the resolutions set out in the Notice of General Meeting

“River Global Holdings” or “RGH” River Global Holdings Limited

“Shareholder” or “A Shareholder” a holder of (an) A Ordinary Share(s)

“Share Option Scheme” together: (i) the Company's restricted stock plan for employees (including executive directors) of any member of the Group; and (ii) the Company's restricted stock plan for partners of River Global Investors LLP

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland

LETTER FROM THE CHAIRMAN OF THE COMPANY

RIVER GLOBAL PLC

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

9 June 2026

Dear Shareholder

Capital Reduction and Return of Capital

and

Notice of General Meeting

INTRODUCTION

On 16 March 2026 the Company announced that it had 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 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.

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. This approval was duly obtained at a general meeting of the Company held on 14 April 2026. The Disposal is also conditional on the FCA approval of the Change of Control which is expected to be received this month. The Disposal is therefore expected to complete on 30 June 2026.

In the Disposal Circular, the Board expressed the intention that the Initial Consideration Shares would be distributed to Shareholders and noted that it was considering with its advisers how this might be best achieved. The Board has now resolved to implement the Capital Reduction and Return of Capital (details of which are set out below) in order to facilitate, so far as possible, the transfer of the Initial Consideration Shares to Shareholders.

It is proposed that the entire balance standing to the credit of the Company's merger reserve as at the D Ordinary Share Issue Record Time is capitalised pursuant to the D Ordinary Share Issue in order to facilitate, subject to the confirmation of the Court, the transfer of Initial Consideration Shares to Shareholders pursuant to the Capital Reduction and Return of Capital. The Company will be able to transfer such number of Initial Consideration Shares to Shareholders pursuant to the Capital Reduction and Return of Capital that have a Book Value up to the value of the Merger Reserve Balance proposed to be capitalised. As at the Latest Practicable Date, it is anticipated that the Merger Reserve Balance will be £8,723,665. Accordingly, subject to the confirmation of the Court:

if the Book Value of the Initial Consideration Shares is equal to or less than the Merger Reserve Balance so capitalised, all of the Initial Consideration Shares will be transferred to Shareholders pursuant to the Capital Reduction and Return of Capital (and, where relevant, the excess of the share capital cancelled pursuant to the Capital Reduction shall be credited to the reserves of the Company); or
if the Book Value of the Initial Consideration Shares exceeds the value of the capitalised Merger Reserve Balance, such number of Initial Consideration Shares having a Book Value equal to the Merger Reserve Balance will be transferred to Shareholders pursuant to the Return of Capital with the balance of the Initial Consideration Shares being retained by the Company for the benefit of A Shareholders until such time as they may be distributed to Shareholders.

As also foreshadowed in the Disposal Circular the Remuneration Committee has resolved that awards held by Optionholders under the Share Option Scheme shall, subject to and conditional upon the conditions for Completion being satisfied, vest in full prior to the D Ordinary Share Issue Record Time and Completion, which will result in the transfer out of treasury of 5,354,770 A Ordinary Shares and the issue of up to 12,940,541 new A Ordinary Shares representing, in aggregate, 10.23 per cent. of the enlarged issued share capital of the Company (on the basis that 12,940,541 new A Ordinary Shares are issued).

Given the above, and on the assumption that no further A Ordinary Shares are issued prior to the D Ordinary Share Issue Record Time, a total of 178,903,511 A Ordinary Shares will be in issue as at the D Ordinary Share Issue Record Time with the holders thereof being entitled to participate in the D Ordinary Share Issue on the basis set out in this document. Under the terms of the Return of Capital, D Shareholders as at the Capital Reduction and Return of Capital Record Time will be entitled to receive Initial Consideration Shares pursuant to the Return of Capital on the basis prescribed by the terms of the Capital Reduction and Return of Capital Resolution. The number of Initial Consideration Shares that each D Shareholder shall be entitled to receive pursuant to the Return of Capital for each D Ordinary Share held at the Capital Reduction and Return of Capital Record Time will be announced via a Regulatory Information Service prior to the Effective Date.

The D Ordinary Shares will not be stapled to the A Ordinary Shares, will be non-transferable and will not be admitted to trading on AIM, or any other market or stock exchange. As such, should a Shareholder sell their A Ordinary Shares after the D Ordinary Share Issue Record Time, the D Ordinary Shares will remain held by the transferor, who will retain the entitlement to participate in the Return of Capital.

The purpose of this document is to (i) give Shareholders details of the Capital Reduction and Return of Capital; (ii) explain why the Directors unanimously consider the Capital Reduction and Return of Capital to be in the best interests of the Company and Shareholders as a whole; and (iii) convene the General Meeting to seek Shareholder approval of the Resolutions to approve and implement the Capital Reduction and Return of Capital. Shareholders should note that, unless the Resolutions are approved at the General Meeting (and the Court confirms the Capital Reduction), the Capital Reduction and the Return of Capital will not take place.

2. THE CAPITAL REDUCTION AND RETURN OF CAPITAL

In respect of the Initial Consideration Shares to be received by the Company under the terms of the Proposed Disposal it is the intention of the Board to transfer these to Shareholders. It is proposed to implement the Capital Reduction and Return of Capital in order to facilitate the transfer of the Initial Consideration Shares, so far as possible, to Shareholders. Any Initial Consideration Shares unable to be transferred to Shareholders pursuant to the Return of Capital will be retained by the Company for the benefit of A Shareholders until such time as they may be distributed to Shareholders. Should any dividend or other distribution be announced, authorised, declared, made or paid in respect of the Initial Consideration Shares by reference to a record date falling before the Effective Date, and in respect of any Initial Consideration Shares retained by the Company after the Return of Capital, such dividend or other distribution shall be retained by the Company for the benefit of A Shareholders until such later date as it may be distributed to A Shareholders.

In certain circumstances, such as where shares are issued in consideration for the acquisition of shares in another company, instead of creating share premium, an amount is credited to a merger reserve. As in the case of a share premium account, a merger reserve can only be used in very limited circumstances. However, unlike the Company's share premium account, its merger reserve is a non-statutory reserve and the Court does not have the power to reduce non-statutory reserves.

Therefore, it is proposed to capitalise the entire balance standing to the credit of the Company's merger reserve as at the D Ordinary Share Issue Record Time (the "Merger Reserve Balance") by applying that sum in paying up in full new D Ordinary Shares in the capital of the Company (with the nominal value of such shares being equal to the sum that is obtained by dividing the number of such shares to be issued into the Merger Reserve Balance to be capitalised). It is further proposed: (i) on the Business Day prior to Completion, to allot and issue such D Ordinary Shares, credited as fully paid, to the persons holding A Ordinary Shares as at the D Ordinary Share Issue Record Time, on the basis

of one D Ordinary Share for every one A Ordinary Share held by A Shareholders (the "D Ordinary Share Issue"); and (ii) subject to the confirmation of the Court, to reduce the share capital of the Company by cancelling such D Ordinary Shares. The share capital so cancelled shall be returned to D Shareholders by the transfer of such number of Initial Consideration Shares as prescribed by the terms of the Capital Reduction and Return of Capital Resolution to the D Shareholders as at the Capital Reduction and Return of Capital Record Time on a pro rata basis for each D Ordinary Share cancelled, with the balance of the share capital so cancelled (if any) credited to the reserves of the Company.

The Company will be able to transfer such number of Initial Consideration Shares to D Shareholders pursuant to the Return of Capital as have a Book Value up to the value of the Merger Reserve Balance proposed to be capitalised pursuant to the D Ordinary Share Issue. As at the Latest Practicable Date, it is anticipated that the Merger Reserve Balance will be £8,723,665. To the extent the Book Value of the Initial Consideration Shares exceeds the value of the Merger Reserve Balance, such number of Initial Consideration Shares as represents the excess will be retained by the Company for the benefit of A Shareholders until such time as they may be distributed to A Shareholders. The number of Initial Consideration Shares that D Shareholders shall be entitled to receive pursuant to the Return of Capital for each D Ordinary Share held at the Capital Reduction and Return of Capital Record Time will be announced via a Regulatory Information Service prior to the Effective Date.

The D Ordinary Shares will not be stapled to the A Ordinary Shares, will be non-transferable and will not be admitted to trading on AIM, or any other market or stock exchange. It is a condition of issue of the D Ordinary Shares that no share certificates will be issued in respect of them. Other than pursuant to the Return of Capital, the D Ordinary Shares will have extremely limited rights. In particular, the D Ordinary Shares will carry no rights to participate in the profits of the Company and no rights to participate in the Company's assets, save on a winding up. Should a Shareholder sell their A Ordinary Shares after the D Ordinary Share Issue Record Time, the D Ordinary Shares will remain held by the transferor, who will retain entitlement to participate in the Return of Capital.

In addition to approval by Shareholders, the proposed Capital Reduction requires the confirmation of the Court. Accordingly, following approval by Shareholders, the Company will apply, by way of a petition, to the Court, for confirmation of the Capital Reduction.

It is anticipated that the Court will confirm at the Court hearing to confirm the Capital Reduction anticipated to take place on 28 July 2026, that the D Ordinary Shares may be cancelled with the share capital so cancelled returned to D Shareholders or (where relevant) credited to the reserves of the Company on the basis prescribed by the Capital Reduction and Return of Capital Resolution.

In order to approve the Capital Reduction, the Court will need to be satisfied that the interests of the Company's creditors (including contingent creditors) will not be prejudiced by the Capital Reduction. A creditor may be entitled to object to the Capital Reduction if they can prove they would be entitled to claim in a winding up and there is, as a result of the Capital Reduction proceeding, a real likelihood that the creditor may not have its debts paid by the Company. The Company and the Directors will take such steps to satisfy the Court in this regard as they consider appropriate. Such steps may include demonstrating to the Court that the Company's current and anticipated financial position is such that there is no real likelihood of creditors not having their debts paid by the Company or seeking the consent of the relevant Company creditors to the proposed Capital Reduction.

The Board has undertaken a detailed review of the Company's liabilities (including contingent liabilities) and considers as at the date of this document that the Company will be able to satisfy the Court that, as at the Effective Date, the Company's creditors will not be prejudiced and/or will be sufficiently protected. The Board reserves the right to abandon or to discontinue (in whole or in part) the petition to the Court in the event that the Board considers that the terms on which the proposed Capital Reduction would be (or would be likely to be) confirmed by the Court would not be in the best interests of the Company and/or the Shareholders as a whole.

Fractions of Initial Consideration Shares will not be allotted or issued pursuant to the Return of Capital; entitlements of D Shareholders will be rounded down to the nearest whole number of Initial Consideration Shares. No cash payment shall be made or returned in respect of any fractional entitlements which will be retained for the benefit of the A Shareholders.

All mandates relating to the monetary payment of dividends on the A Ordinary Shares and other instructions, including in respect of shareholder communications preferences (for example, annual reports and accounts), given to the Company by A Shareholders in force at the D Ordinary Share Issue Record Time relating to their holdings of A Ordinary Shares will, unless amended or revoked, be deemed from the Effective Date to be valid and effective mandates or instructions to Liontrust in respect of the Initial Consideration Shares transferred to such persons pursuant to the Return of Capital, except to the extent such persons already hold Liontrust Ordinary Shares as at the D Ordinary Share Issue Record Time (and Liontrust's registrar is able to match such holdings), in which case any mandates and instructions in relation to those existing Liontrust Ordinary Shares shall also apply to the Initial Consideration Shares transferred to such persons pursuant to the Return of Capital and any mandates or instructions held in respect of the A Shareholders will be disregarded.

The holders of certificated A Ordinary Shares at the D Ordinary Share Issue Record Time who are thereby entitled to participate in the D Ordinary Share Issue are anticipated to receive any Initial Consideration Shares transferred to them pursuant to the Return of Capital in certificated form as soon as reasonably practicable after, and within 14 days of, the Effective Date. The holders of uncertificated A Ordinary Shares at the D Ordinary Share Issue Record Time who are thereby entitled to participate in the D Ordinary Share Issue are anticipated to receive the Initial Consideration Shares pursuant to the Return of Capital in uncertificated form through CREST as soon as reasonably practicable after, and within 14 days of, the Effective Date.

If the Court does not approve the Capital Reduction, the Capital Reduction and Return of Capital will not proceed, and the Company will be unable to transfer the Initial Consideration Shares to D Shareholders pursuant thereto. In this case, the Board will consider with its advisers how else this might best be achieved, taking account of, among other things, the Company's distributable reserves position, making a further announcement in respect of these matters in due course.

3. B SHARES

The Company's share capital is currently 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 Resolutions to be proposed at the General Meeting.

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

4. SHARE OPTION SCHEME

A number of employees (including executive directors of members of the Group) and partners in River Global Investors LLP have in the past been awarded options over A Ordinary Shares by way of the Share Option Scheme. The Remuneration Committee has determined that awards under the Share Option Scheme shall, subject to and conditional upon the conditions for Completion being satisfied, vest in full prior to the D Ordinary Share Issue Record Time and Completion, which will result in the transfer out of treasury of 5,354,770 A Ordinary Shares and the issue of up to 12,940,541 new A Ordinary Shares. The effect of the vesting of these awards will be to increase the total number of A Ordinary Shares in issue (excluding treasury shares) from 160,608,200 as at the date of this document to 178,903,511 (on the basis that 12,940,541 new A Ordinary Shares are issued). A Ordinary Shares issued in this respect will therefore be eligible to receive their pro rata entitlement to D Ordinary Shares on the D Ordinary Share Issue and, in turn, their pro rata entitlement to Initial Consideration Shares transferred to holders of D Ordinary Shares as at the Capital Reduction and Return of Capital Record Time pursuant to the Capital Reduction and Return of Capital.

5. THE COMPANY POST THE DISPOSAL, CAPITAL REDUCTION AND RETURN OF CAPITAL

Post completion of the Disposal, the Company will no longer have any asset management business. However, it will still have residual business activity, including managing the Parmenion investment on behalf of holders of B Shares. The Company will be maintained and the A Ordinary Shares and the B Shares will, for the time being, continue to be traded on AIM.

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 £6 million) 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.

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 be entitled to the benefit of any Initial Consideration Shares not transferred to D Shareholders pursuant to the Return of Capital and any Contingent Consideration Shares received under the terms of the Disposal. In addition, should any dividend or other distribution be announced, authorised, declared, made or paid in respect of the Initial Consideration Shares by reference to a record date falling before the Effective Date, and in respect of any Initial Consideration Shares retained by the Company after the Return of Capital, such dividend or other distribution shall be retained by the Company for the benefit of A Shareholders until such later date as it may be distributed to A Shareholders. Were Parmenion to be sold, 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 of the Disposal be, borne solely by the holders of A Ordinary Shares. To date this balance amounts to £811,826.

Post completion of the Disposal a cash balance will be available to the Company to fund its ongoing existence. In addition, a transitional services agreement is intended to be entered into between Liontrust (or such other relevant member of its group as nominated by Liontrust) and the Company prior to completion of the Disposal on commercial terms pursuant to which the relevant member of the Liontrust group will provide certain administrative services to the Company for a transitional period following completion of the Disposal.

6. UNITED KINGDOM TAXATION

The following comments are intended as a general, non-exhaustive, guide only and relate only to certain UK tax consequences of the D Ordinary Share Issue, the Capital Reduction and the Return of Capital for Shareholders. The comments are based on legislation and HMRC published practice as at the date of this document, both of which are subject to change, possibly with retrospective effect. It does not constitute, and should not be taken as, tax or legal advice. These comments deal only with Shareholders who are resident for taxation purposes in the UK, who are the absolute beneficial owners of the A Ordinary Shares, who do not hold their A Ordinary Shares in a tax-advantaged wrapper, and who hold them as an investment and not on trading account ("UK Shareholders"). They do not deal with the position of certain classes of Shareholders, such as dealers in securities, insurance companies, investment trusts, collective investment schemes or persons regarded as having obtained their A Ordinary Shares by reason of employment. Any Shareholder who has any doubt about their own taxation position, or who is subject to taxation in any jurisdiction other than the UK, should consult their own professional taxation adviser immediately.

D Ordinary Share Issue

On the basis that the D Ordinary Shares will be treated as being paid up for "new consideration" received by the Company, the D Ordinary Share Issue should not give rise to any liability for UK income tax (or corporation tax on income) in a UK Shareholder's hands.

Instead, the D Ordinary Share Issue should be treated as a "reorganisation" for CGT purposes and for corporation tax on chargeable gains. This means that a UK Shareholder should not be treated as making a disposal of their A Ordinary Shares for UK tax purposes upon receipt of the D Ordinary Shares. Instead, the D Ordinary Shares should be treated as the same asset, acquired at the same time, as their A Ordinary Shares. The base cost of the original A Ordinary Shares and the D Ordinary Shares should be apportioned based on market values on the date on which the A Ordinary Shares are marked ex-entitlement to D Ordinary Shares.

Capital Reduction and Return of Capital

On the basis the D Ordinary Shares are derived from the capitalisation of capital (merger) reserves, and on the basis the relevant portion of the share capital so reduced pursuant to the Capital Reduction is not credited to distributable reserves prior to the Return of Capital, the Return of Capital is expected to be treated for CGT purposes and for corporation tax on chargeable gains, as a capital distribution. For CGT and corporation tax purposes, capital gains or chargeable gains on the capital distribution should be calculated by reference to proceeds less apportioned base cost.

If, contrary to the preceding paragraph, HMRC took a different view, which whilst is not expected cannot be ruled out, the Return of Capital would be treated as an income distribution such that individual Shareholders would be subject to dividend income tax, and corporate shareholders would be treated as receiving an income distribution.

UK stamp duty and stamp duty reserve tax

No stamp duty or stamp duty reserve tax should be payable on the D Ordinary Share Issue or the Capital Reduction, including the issue, and subsequent cancellation, of the D Ordinary Shares.

Stamp duty reserve tax will be payable on the transfer of the Initial Consideration Shares pursuant to the Return of Capital. D Shareholders will be liable for the stamp duty reserve tax at 0.5 per cent. of the market value of the Initial Consideration Shares.

This section is not intended to be, and should not be construed to be, legal or taxation advice to any particular Shareholder. Any Shareholder who has any doubt about his own taxation position, whether regarding CGT or otherwise, or who is subject to taxation in any jurisdiction other than the UK should consult their professional taxation adviser immediately.

7. GENERAL MEETING AND RESOLUTIONS

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 Thursday 25 June 2026 at 30 Coleman Street, London EC2R 5AL for the purposes of considering and, if thought fit, passing the Resolutions (the full text of which is set out in the Notice of General Meeting) to approve:

Resolution 1: subject to and conditional upon the conditions for Completion being satisfied, the capitalisation of the Merger Reserve Balance applied in paying up in full the D Ordinary Shares to be created and issued pursuant to the D Ordinary Share Issue;

Resolution 2: the rights and restrictions attaching to the D Ordinary Shares; and

Resolution 3: subject to: (i) the D Ordinary Shares having been allotted and issued; and (ii) the confirmation of the Court, the reduction in the Company's share capital by the cancellation of the D Ordinary Shares with the share capital so cancelled returned to D Shareholders by the transfer thereto of such number of Initial Consideration Shares as prescribed by the terms of Resolution 3, with the balance of the share capital so cancelled (if any) credited to the reserves of the Company.

Each of the Resolutions will be proposed as a special resolution requiring a majority of not less than 75 per cent. of the votes cast to pass.

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

Shareholders are encouraged to exercise their vote by appointing the "Chairman of the Meeting" (rather than a named individual) as their proxy and providing voting instructions in advance of the General Meeting, in accordance with the Notes to the Notice of General Meeting which forms part of this document and the instructions printed on the Form of Proxy.

To be valid, completed and signed Forms of Proxy must either be sent or delivered to the Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or a scanned copy be emailed to Computershare at #[email protected]. Alternatively, Shareholders can appoint a proxy electronically online at www.investorcentre.co.uk/eproxy, through CREST or (in the case of institutional investors) via the Proxymity platform. In each case, proxy appointments should be made as soon as possible, and in

any event so as to be received by Computershare no later than 10.00 a.m. on 23 June 2026 or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of such 48 hour period falling on a non-working day).

The return of a completed Form of Proxy or the electronic appointment of a proxy online at www.investorcentre.co.uk/eproxy, through CREST or via the Proxymity platform will not prevent you from attending, asking questions and voting at the General Meeting (or any adjournment thereof) if you so wish.

9. RECOMMENDATION

The Directors consider that the D Ordinary Share Issue, the Capital Reduction and the Return of Capital are 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 Resolutions as they intend to do in respect of their beneficial holdings, amounting, in aggregate, to 41,859,822 A Ordinary Shares, representing approximately 25.2 per cent. of the A Ordinary Shares in issue as at the date of this document.

Yours faithfully

Martin Gilbert

River Global PLC

NOTICE OF GENERAL MEETING

River Global PLC

(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 Thursday 25 June 2026 at 10.00 a.m. for the purposes of considering and, if thought fit, passing the following resolutions (the "Resolutions"), which will be proposed as special resolutions.

Capitalised terms in this Notice of General Meeting shall, unless defined herein, have the meanings given to them in the circular to Shareholders dated 9 June 2026 (the "Circular") of which this Notice of General Meeting forms part.

SPECIAL RESOLUTIONS

1 THAT, subject to and conditional upon the conditions for Completion being satisfied, the entire balance standing to the credit of the merger reserve of the Company as at the D Ordinary Share Issue Record Time (the "Merger Reserve Balance") be capitalised and applied in paying up in full at par such number of new D ordinary shares ("D Ordinary Shares") equal to the number of A Ordinary Shares in issue as at the D Ordinary Share Issue Record Time with such D Ordinary Shares having a nominal value equal to the sum that is obtained by dividing the number of D Ordinary Shares to be issued as set out above into the Merger Reserve Balance as shall be required to effect such capitalisation, and the Directors be and are hereby authorised for the purposes of section 551 of the Act to allot and issue all of the D Ordinary Shares thereby created to such members of the Company as the Directors shall in their absolute discretion determine upon terms that they are paid up in full by such capitalisation and such authority shall for the purposes of section 551 of the Act expire on 30 September 2026.

2 THAT the D Ordinary Shares created and issued pursuant to Resolution 1 above shall have the following rights and restrictions:

(a) the D Ordinary Shares shall be non-transferrable;

(b) the holder(s) of the D Ordinary Shares shall have no right to receive any dividend or other distribution whether of capital or income;

(c) the holder(s) of the D Ordinary Shares shall have no right to receive notice or to attend or vote at any general meeting of the Company;

(d) the holder(s) of the D Ordinary Shares shall on a return of capital in a liquidation which constitutes a Mainstream Sale (as defined in the Articles), but not otherwise, be entitled to receive the nominal amount of each such share but only after the holder of each A Ordinary Share shall have received the amount paid up or credited as paid up on such a share and the holder(s) of the D Ordinary Shares shall not be entitled to any further participation in the assets or profits of the Company;

(e) a reduction by the Company of the capital paid up or credited as paid up on the D Ordinary Shares and the cancellation of such D Ordinary Shares will be treated as being in accordance with the rights attaching to the D Ordinary Shares and will not involve a variation of such rights for any purpose; and the Company will be authorised at any time without obtaining the consent of the holder(s) of the D Ordinary Shares to reduce its capital in accordance with the Act; and

(f) the Company shall have irrevocable authority at any time after the allotment or issue of the D Ordinary Shares to appoint any person to execute on behalf of the holders of such D Ordinary Shares a transfer thereof and/or an agreement to transfer the same without making any payment to the holders thereof to such person or persons as the Company may determine and, in accordance with the provisions of the Act, to purchase or cancel such D Ordinary Shares without making any payment to or obtaining the sanction of

the holders thereof and pending such a transfer and/or purchase and/or cancellation to retain the certificates, if any, in respect thereof, provided also that the Company may in accordance with the provisions of the Act purchase all but not some only of the D Ordinary Shares then in issue at a price not exceeding £1.00 for all the D Ordinary Shares.

3 THAT, subject to: (i) the D Ordinary Shares having been allotted and issued; and (ii) the confirmation of the Court, the capital of the Company be reduced by cancelling and extinguishing the D Ordinary Shares allotted and issued pursuant to Resolution 1 above and the share capital so cancelled be returned to D Shareholders by the transfer of such number of Initial Consideration Shares as have a Book Value up to an amount equivalent to the amount of the share capital so cancelled to each registered holder of D Ordinary Shares as at the Capital Reduction and Return of Capital Record Time on a pro rata basis for each D Ordinary Share cancelled, provided that:

(a) entitlements of D Shareholders will be rounded down to the nearest whole number of Initial Consideration Shares. No cash payment shall be made or returned in respect of any fractional entitlements to Initial Consideration Shares which will be retained for the benefit of the A Shareholders; and

(b) to the extent that the Book Value of the Initial Consideration Shares transferred to D Shareholders pursuant to this Resolution is less than the amount of the share capital so cancelled, the balance of the share capital so cancelled shall be credited to the reserves of the Company,

and, in addition to the authority granted under paragraph (f) of Resolution 2, the Company shall have irrevocable authority at any time after the allotment and issue of the D Ordinary Shares to appoint any person to (where necessary) execute on behalf of the relevant D Shareholders such form(s) of transfer or other instrument(s) or instruction(s) of transfer, or procure the transfer by means of CREST, of the relevant Initial Consideration Shares to such D Shareholders and to otherwise do all acts and things and execute all such deeds and other documents that the Company considers necessary or desirable in order to give full effect to the matters contemplated by this Resolution.

By order of the Board

Gordon Brough
Company Secretary
River Global PLC
9 June 2026

Registered Office:
30 Coleman Street London
EC2R 5AL

Registered in England and Wales No. 04966347

NOTES TO THE NOTICE OF GENERAL MEETING

ENTITLEMENT TO ATTEND AND VOTE

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 in person if they wish to do so.
Only those Shareholders registered on the Company’s register of Shareholders at:

a) 6.30 p.m. on 23 June 2026; or
b) if the General Meeting is adjourned, at 6.30 p.m. on the day two Business Days prior to the adjourned meeting,

shall be entitled to attend, vote and speak at the General Meeting (in person or by proxy). Changes to the register of Shareholders after the relevant deadline shall be disregarded in determining the rights of any person to attend, vote and speak at the General Meeting or any adjournment thereof and the number of votes which may be cast thereat.

WEBSITE GIVING INFORMATION REGARDING THE GENERAL MEETING

Information regarding the General Meeting, including a copy of this Notice and the information required by section 311A of the Act, can be found at the Company’s website, www.riverglobalplc.com.

APPOINTMENT OF PROXIES

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. You can only appoint a proxy using the procedures set out in these Notes and the notes to the Form of Proxy.
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.
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 share. To appoint more than one proxy using a hard copy Form of Proxy, please contact the Company’s registrar, Computershare Investor Services PLC, on +44 (0)370 889 3198, to request additional Forms of Proxy.
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 Resolutions. 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

The notes to the Form of Proxy explain how to direct your proxy to vote on each 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 at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or a scanned copy emailed to Computershare at #[email protected]; and
c) received by Computershare no later than 10.00 a.m. on 23 June 2026 (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of such 48 hour period falling on a non-working day)).

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 Forms of Proxy, please contact Computershare on +44 (0)370 889 3198.

APPOINTMENT OF PROXIES THROUGH CREST

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's 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 23 June 2026 (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of such 48 hour period falling on a non-working day)). 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.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular 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.
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

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 Form of Proxy and to agree to certain terms and conditions. To be effective, electronic appointments of proxies via www.investorcentre.co.uk/eproxy must have been received by Computershare not later than 10.00 a.m. on 23 June 2026 (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of such 48 hour period falling on a non-working day)).
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by Computershare. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged via the Proxymity platform by 10.00 a.m. on 23 June 2026 (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of such 48 hour period falling on a non-working day)) 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 those terms and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

APPOINTMENT OF PROXY BY JOINT MEMBERS

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 Shareholders 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 one of the methods set out above. This can be done at any time provided it is received by Computershare prior to 10.00 a.m. on 23 June 2026 (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of such 48 hour period falling on a non-working day)).

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 on +44 (0)370 889 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

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 no later than 10.00 a.m. on 23 June 2026 (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of such 48 hour period falling on a non-working day)). 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

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

As at close of business on the Latest Practicable Date, 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 5,354,770 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 close of business on the Latest Practicable Date, excluding those held in treasury, is 160,608,200. The B shares have no voting rights attached to them.

VOTING

Voting on all Resolutions will be conducted by way of a show of hands.

COMMUNICATION

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

a) emailing our investor relations team at [email protected]; or
b) calling the dedicated River Global PLC shareholder information line at Computershare on +44 (0)370 889 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

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.

Handstand 6560-01 www.handstandcreative.com

AI assistant

ASSETCO PLC — Proxy Solicitation & Information Statement 2026

7502_rns_2026-06-09_e0e9b347-f4f7-4f35-b251-d3acb7d8a9d4.pdf

IMPORTANT NOTICE

Cautionary note regarding forward-looking statements

Note to overseas persons

Availability on website

References to defined terms

CONTENTS

DIRECTORS, SECRETARY AND ADVISERS

Directors

Company secretary

Registered office

Nominated adviser and broker

Legal advisers to the Company

Registrar

Notes

DEFINITIONS

2. THE CAPITAL REDUCTION AND RETURN OF CAPITAL

3. B SHARES

4. SHARE OPTION SCHEME

5. THE COMPANY POST THE DISPOSAL, CAPITAL REDUCTION AND RETURN OF CAPITAL

6. UNITED KINGDOM TAXATION

D Ordinary Share Issue

Capital Reduction and Return of Capital

UK stamp duty and stamp duty reserve tax

7. GENERAL MEETING AND RESOLUTIONS

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

9. RECOMMENDATION

SPECIAL RESOLUTIONS

NOTES TO THE NOTICE OF GENERAL MEETING

ENTITLEMENT TO ATTEND AND VOTE

WEBSITE GIVING INFORMATION REGARDING THE GENERAL MEETING

APPOINTMENT OF PROXIES

APPOINTMENT OF PROXY USING HARD COPY PROXY FORM

APPOINTMENT OF PROXIES THROUGH CREST

ELECTRONIC APPOINTMENT OF PROXIES

APPOINTMENT OF PROXY BY JOINT MEMBERS

CHANGING PROXY INSTRUCTIONS

TERMINATION OF PROXY APPOINTMENTS

CORPORATE REPRESENTATIVES

ISSUED ORDINARY SHARES AND TOTAL VOTING RIGHTS

VOTING

COMMUNICATION

QUESTIONS AT THE GENERAL MEETING

More from ASSETCO PLC

ASSETCO PLC Proxy Solicitation & Information Statement 2026