AUGMENTUM FINTECH PLC — M&A Activity 2026

Apr 20, 2026

Company Number: 11118262

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS

of

AUGMENTUM FINTECH PLC (the "Company")

Passed 15 April 2026

At the General Meeting of the Company duly convened and held on 15 April 2026, the following special resolutions were duly passed:

Special Resolutions

RESOLUTION 1

THAT for the purpose of giving effect to the scheme of arrangement dated 20 March 2026 (the "Scheme") between the Company and the Scheme Shareholders, a print of which has been produced to this meeting and, for the purpose of identification, has been signed by the Chairman of this meeting, in its original form or with, or subject to, any modification, addition or condition approved or imposed by the Court (with the consent of the Takeover Panel where such consent is required under the Takeover Code) and jointly consented to by the Company and BidCo:

a) the directors of the Company (or a duly authorised committee thereof) be authorised to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect; and

b) with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new article 200:

"200 Scheme of Arrangement

200.1 In this Article, references to the "Scheme" are to the scheme of arrangement dated 20 March 2026 between the Company and the Scheme Shareholders under Part 26 of the Companies Act 2006 in its original form or with, or subject to, any modification, addition or condition approved or imposed by the Court (with the consent of the Takeover Panel where such consent is required under the Takeover Code) and jointly consented to by the Company and Frontier Bidco Limited ("BidCo") and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this Article.

200.2 Notwithstanding any other provision of these Articles and subject to the Scheme becoming effective, if the Company issues or transfers out of treasury any Ordinary Shares (other than to BidCo or any subsidiary undertaking of BidCo, any parent undertaking of BidCo or any subsidiary of such parent undertaking or any nominee(s)) of any of the foregoing (each a "BidCo Company") on or after the adoption of this Article and prior to the Scheme Record Time, such Ordinary Shares shall be issued or transferred subject to the terms of the Scheme and shall be Scheme Shares for the purposes thereof and the original or any subsequent

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holder or holders of such Ordinary Shares (other than a BidCo Company) shall be bound by the Scheme accordingly.

200.3 Notwithstanding any other provision of these Articles and subject to the Scheme becoming effective, any Ordinary Shares issued or transferred out of treasury to any person (other than under the Scheme or to a BidCo Company) (a "New Member") after the Scheme Record Time (each a "Post-Scheme Share"), shall be issued or transferred on terms that they shall on the Effective Date or, if later, on issue or transfer be immediately transferred to BidCo (or as BidCo may otherwise direct) free of all encumbrances in consideration of the payment to the New Member of an amount in cash for each Post-Scheme Share equal to the cash consideration per Scheme Share payable pursuant to the Scheme.

200.4 On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, the value of the consideration per Post-Scheme Share to be paid under Article 200.3 shall be adjusted by the Company, in such manner as the auditors of the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to shares shall, following such adjustment, be construed accordingly.

200.5 In order to give effect to any transfer required by this Article 200, the Company may appoint any person as attorney for the New Member to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in favour of BidCo (or as BidCo may otherwise direct) and do all such other things and execute and deliver all such documents or deeds as may in the opinion of the attorney be necessary or desirable to vest the Post-Scheme Shares in BidCo (or as BidCo may otherwise direct) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as BidCo may direct. If an attorney is so appointed, the New Member shall not thereafter (except to the extent that the attorney fails to act in accordance with the directions of BidCo) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by BidCo. The Company may give good receipt for the purchase price of the Post-Scheme Shares and may register BidCo as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for any Post-Scheme Shares. BidCo shall settle the consideration due to the New Member pursuant to Article 200.3 by sending a cheque drawn on a UK clearing bank in favour of the New Member (or the relevant transferee or nominee) or by any alternative method communicated by or on behalf of BidCo to the New Member for the purchase price of each Post-Scheme Share within 14 days of the time on which such Post-Scheme Shares are issued or transferred to the New Member. Payment of such consideration shall constitute a complete discharge to BidCo and the Company in respect of their obligations.

200.6 If the Scheme shall not have become effective by the date referred to in clause 6.2 of the Scheme, (or such later date, if any, as BidCo and the Company may agree and the Court may allow) this Article shall be of no effect.

200.7 Notwithstanding any other provision of these Articles, both the Company and the Directors may refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date other than to BidCo pursuant to the Scheme.

RESOLUTION 2

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THAT, subject to Resolution 1 being approved and the Scheme becoming effective in accordance with its terms, pursuant to section 97 of the Companies Act 2006: (i) the Company be re-registered as a private limited company under the Companies Act 2006 by the name of 'Augmentum Fintech Limited'; and (ii) the statement that the Company is a public company limited by shares be amended to state that the Company is a private company limited by shares, each with effect from the date that the re-registration of the Company is approved by the Registrar of Companies.

Company Secretary
AUGMENTUM FINTECH PLC

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