Baltic Classifieds Group PLC — Proxy Solicitation & Information Statement 2026

Apr 27, 2026

BGG

BALTIC CLASSIFIEDS GROUP

Baltic Classifieds Group PLC Notice of a General Meeting 2026

BALTIC CLASSIFIEDS GROUP PLC

Notice of General Meeting Relating to Share Buyback Authority

To be held at Hotel Telegraaf, Vene St. 9, Tallinn, Estonia, on 27 May 2026 at 11.00 am (local time) / 9.00 am (BST)

! THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. !

Notice of a General Meeting of Baltic Classifieds Group PLC, which has been convened for 11.00 am (local time) / 9.00 am (BST) on 27 May 2026 is set out on page 4 of this document.

YOUR VOTE IS IMPORTANT. You are strongly encouraged to vote on the Resolution in advance of the General Meeting by appointing the Chair of the meeting as your proxy. A valid proxy appointment must be received by 9.00 am (BST) on 22 May 2026. Further details on how Shareholders can appoint the Chair of the meeting as their proxy are set out in this document.

The Board kindly requests that you pre-register your intention to attend by emailing cosec@balticclassifieds.com by no later than 5.00 pm (BST) on 22 May 2026. If you are attending in person, please bring photographic identification with you in order to comply with the building security requirements. Any changes to the arrangements for the General Meeting will be communicated to Shareholders before the meeting through our website www.balticclassifieds.com/shareholder-information and, where appropriate, announced to the London Stock Exchange via a regulatory information service.

If you are in any doubt as to any aspect of the proposals referred to in the document or as to the action you should take, you are recommended to seek your own advice from a stockbroker, solicitor, accountant or other duly authorised professional advisor.

If you have sold or otherwise transferred all of your shares in the Company, please forward this document, together with the accompanying documents (except for any personalised forms), as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

---

BGG

BALTIC CLASSIFIEDS GROUP

Chair's letter

Baltic Classifieds Group PLC
Registered in England & Wales
Highdown House
Yeoman Way
Worthing
West Sussex
United Kingdom
BN99 3HH
Company number: 13357598

27 April 2026

Notice of General Meeting

Dear Shareholder,

I am writing to give you details of the General Meeting which will be held at Hotel Telegraaf, Vene St. 9, Tallinn, Estonia, on 27 May 2026 at 11.00 am (local time) / 9.00 am (BST). At this meeting you will be asked to consider and vote on a resolution to authorise the Company to purchase up to 10% of its own Ordinary Shares in the market.

At the 2025 AGM, Shareholders approved the purchase of up to 48,435,267 Ordinary Shares, which represented 10% of the Company's issued share capital as at 27 June 2025 (the "2025 Buyback Authority"). Since the 2025 AGM, the Company has purchased 32,751,698 Ordinary Shares (as at the Latest Practicable Date) pursuant to the buyback programme announced on 30 September 2022 and extended on 24 April 2026 (the "Buyback Programme") and utilised 67.6% of the 2025 Buyback Authority, retiring 6.8% of the issued share capital. The Directors expect that the remaining capacity of the 2025 Buyback Authority will be fully utilised before the 2026 AGM.

Explanation of the Resolution

The Company has made good progress under its current Buyback Programme, and given the Company's view that the prevailing share price is significantly below its fundamental value, seeks additional authority to purchase Ordinary Shares and continue the Buyback Programme in line with the Company's capital allocation policy. The Company continues to generate strong free cash flow and has arranged incremental debt facilities to enable a more accelerated Buyback Programme. In light of these factors, the Resolution is being proposed to seek incremental authority in order to purchase an additional 10% of the Company's current issued share capital in the market for the period between the General Meeting and the 2026 AGM. Combined with its outstanding unused buyback authority of 3.2% this will mean the Company has the authority to buy back up to 13.2% of its issued share capital ahead of the 2026 AGM. The Directors

will exercise this authority only when doing so would be in the best interests of the Company and of its Shareholders generally and could be expected to result in an increase in earnings per share of the Company.

Ordinary Shares purchased by the Company pursuant to the authority may either be held as treasury shares or cancelled by the Company and the number of Ordinary Shares reduced accordingly, depending on which course of action is considered by the Directors to be in the best interests of Shareholders at that time. Ordinary Shares held in treasury may be cancelled, sold for cash or used for the purposes of employee share plans.

Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings, in respect of those Ordinary Shares. No dividend or other distribution of the Company's assets may be made to the Company in respect of the Ordinary Shares held in treasury.

The minimum price, exclusive of expenses, which may be paid for an Ordinary Share is £0.01, its nominal value. The maximum price, exclusive of expenses, which may be paid for an Ordinary Share is the higher of (i) an amount equal to 105% of the average market value for an Ordinary Share for the five Business Days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out.

The Company has options and awards outstanding over 5,372,419 Ordinary Shares, representing 1.19% of the Company's issued ordinary share capital as at the Latest Practicable Date. If the authority being sought by the Resolution were to be used in full, the total number of options and awards outstanding would represent 1.32% of the Company's issued ordinary share capital at that date.

As at the Latest Practicable Date, the Company held no Ordinary Shares in treasury. The Company has no warrants in issue in relation to its shares and no options to subscribe for its shares outstanding.

General Meeting Arrangements

If it becomes necessary or appropriate to revise the arrangements for the General Meeting, further information will be made available on our website www.balticclassifieds.com/shareholder-information and, where appropriate, announced to the London Stock Exchange via a regulatory information service. Please continue to monitor our website and announcements for any updates in relation to the arrangements for the General Meeting.

The Company strongly encourages Shareholders to submit any questions they would like to have answered at the General Meeting by emailing them to cosec@balticclassifieds.com in advance, so as to be received no later than 5.00 pm (BST) on 22 May 2026. If multiple questions on the same topic are received the Chair of the meeting may choose to provide a single answer to address questions on the same topic. Where it is not possible to answer any of the questions submitted prior to and during the General Meeting, the directors will endeavour, where appropriate, to answer such questions by either publishing thematic responses on the Company's website at: www.balticclassifieds.com/shareholder-information or providing a written response as soon as practicable following the General Meeting.

Voting

Your vote is important to us and you are encouraged to vote ahead of the General Meeting. If you would like to vote on the Resolution but cannot come to the General Meeting, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the General Meeting.

Attending in person: At the meeting itself, voting on the Resolution will be conducted on a poll rather than a show of hands, in line with recommended best practice. The Board believes that this results in a more accurate reflection of the views of Shareholders and ensures that their votes are recognised, whether or not they are able to attend the meeting. On a poll, each Shareholder has one vote for every share held. Shareholders of the Company will

---

Baltic Classifieds Group PLC
Notice of a General Meeting 2026

be asked to consider and, if thought fit, approve the Resolution.

Voting by proxy: Shareholders may also appoint a proxy to vote on their behalf. As a Shareholder, you may:

(i) fill in the form of proxy enclosed with this document or download it from our website at: www.balticclassifieds.com/shareholder-information and return it to the Company's Registrar as detailed in note 3 on page 5 of this document;

(ii) appoint your proxy electronically as detailed in note 3 on page 5 of this document; or

(iii) if you are a CREST member, appoint your proxy through the CREST proxy appointment service as detailed in note 3 on page 5 of this document.

Shareholders who wish to appoint a proxy are recommended to appoint the Chair of the meeting as their proxy. Alternatively, you may appoint another person as your proxy in accordance with the above methods, however if such person is unable to attend, or is prevented from attending, the General Meeting your vote may not be cast. Please note that the deadline for the receipt by the Company's Registrar of all proxy appointments is 9.00 am (BST) on 22 May 2026.

The results will be published on our website www.balticclassifieds.com/shareholder-information as soon as is practicable after the General Meeting and they will also be released to the London Stock Exchange. Our corporate website provides more information about the Company including all the latest Baltic Classifieds Group PLC news and regulatory announcements.

Recommendation

The Board considers that the Resolution is likely to promote the success of the Company and is in the best interests of the Company and its Shareholders as a whole, and therefore unanimously recommends that Shareholders vote in favour of the Resolution. The Board will be voting in favour of the Resolution in respect of their beneficial holdings of Ordinary Shares.

Key dates

Event	Time/ Date
Last time/day for receipt of Forms of Proxy	9.00 am (BST) on 22 May 2026
Deadline to ask questions for answers to be available before or at General Meeting	5.00 pm (BST) on 22 May 2026
Voting Record Date	6.30 pm (BST) on 22 May 2026
General Meeting	11.00 am (local time) / 9.00 am (BST) on 27 May 2026

Yours faithfully,

Trevor Mather
Chair
Baltic Classifieds Group PLC

---

BGG

BALTIC CLASSIFIEDS GROUP

Notice of a General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of Baltic Classifieds Group PLC will be held at 11.00 am (local time) / 9.00 am (BST) on 27 May 2026 at Hotel Telegraaf, Vene St. 9, Tallinn, Estonia, to consider and, if thought fit, pass the Resolution.

The Resolution will be proposed as a special resolution. Further information on the resolution is given in the Explanation set out in the Chair's letter on pages 2 to 3.

Special Resolution

That, in addition to the authority granted at the 2025 AGM, in accordance with section 701 of the Companies Act 2006, the Company is generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of Ordinary Shares on such terms and in such manner as the Directors of the Company may determine, provided that:

i. the maximum aggregate number of Ordinary Shares that may be purchased under this authority is 45,061,964 which represents 10% of the issued ordinary share capital of the Company as at the Latest Practicable Date;

ii. the minimum price which may be paid shall be the nominal value of that Ordinary Share (exclusive of expenses payable by the Company in connection with the purchase);

iii. the maximum price which may be paid for any Ordinary Share purchased under this authority (exclusive of expenses payable by the Company in connection with the purchase) shall not be more than the higher of:

A. an amount equal to 105% of the average of the middle market prices shown in the quotations for an Ordinary Share in The London Stock Exchange Daily Official List for the five Business Days immediately preceding the day on which that Ordinary Share is purchased; and

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

iv. this authority shall expire at the earlier of the conclusion of the 2026 AGM, or the close of business on 27 August 2027 unless renewed before that time; and

v. the Company may make a contract or contracts to purchase Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares in pursuance of any such contract.

By order of the Board

Eglė Sadauskienė

Company Secretary

27 April 2026

Registered office:

Highdown House

Yeoman Way

Worthing

West Sussex

United Kingdom

BN99 3HH

Registered number: 13357598

Registered in England & Wales

Definitions

"2025 AGM" means the annual general meeting of the Company held on 24 September 2025;

"2026 AGM" the Company's next annual general meeting, which is scheduled to be held in 2026;

"Board" or "Directors" means the directors of the Company;

"Business Day" means any day (excluding Saturdays, Sundays and public holidays in England and Wales) on which banks are generally open for business in London;

"Company" means Baltic Classifieds Group PLC;

"General Meeting" the general meeting of the Company, notice of which is set out on page 4 of this document and including any adjournment(s) thereof;

"Group" means the Company, together with its subsidiaries and subsidiary undertakings from time to time;

"Latest Practicable Date" means 21 April 2026, being the latest practicable date prior to the printing of this Notice;

"Notice of General Meeting" or "Notice" means the notice of General Meeting, set out on page 4 of this document;

"Ordinary Shares" means the ordinary shares with a nominal value of £0.01 each in the capital of the Company in issue from time to time;

"Resolution" means the resolution (as set out in full in the Notice of General Meeting) to be proposed at the General Meeting in relation to the share buyback authority; and

"Shareholders" means any holder of Ordinary Shares registered on the register of members of the Company from time to time.

---

Baltic Classifieds Group PLC
Notice of a General Meeting 2026

Shareholder information

Your attention is drawn to the notes below and the arrangements for attendance and voting at the General Meeting are explained on pages 5 to 6 of this Notice of Meeting. Any changes to the General Meeting arrangements will be communicated to Shareholders before the General Meeting through our website www.balticclassifieds.com/shareholder-information and, where appropriate, announced to the London Stock Exchange via a regulatory information service. Shareholders who wish to appoint a proxy are recommended to appoint the Chair of the meeting as their proxy in accordance with the procedures below. Alternatively, you may appoint another person as your proxy in accordance with the above methods, however if such person is unable to attend, or is prevented from attending, the General Meeting your vote may not be cast.

1. Only persons entered on the register of members of the Company at 6.30 pm (BST) on 22 May 2026 (or, in the event of any adjournment, at 6.30 pm (BST) on the date falling two days (excluding non-working days) before the time of the adjourned meeting) are entitled to attend and vote at the meeting in person, electronically or by proxy and the number of Ordinary Shares then registered in their respective names shall determine the number of votes such persons are entitled to cast on a poll at the meeting. In the case of joint shareholders only, the vote of the most senior shareholder (as determined by the order in which the names are listed on the Register of Members) present (physically or by proxy) at the meeting shall be accepted.

2. Any member of the Company who is entitled to attend and vote at the General Meeting is entitled to appoint a proxy to attend, speak and vote at the General Meeting. A Shareholder may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. Such proxy need not be a Shareholder of the Company. Appointing a proxy will not prevent Shareholders from attending and voting in person if they so wish.

3. The form of proxy, together with any power of attorney or other authority, if any, under which it is signed, or a notarially certified or office copy of such power of attorney or authority, must be received by the Company's Registrar, Equiniti no later than 48 hours (excluding non-working days) before the time appointed for the meeting. Completion and return of the form of proxy will not prevent you from attending and voting at the meeting in person instead of the proxy. You must inform the Company's Registrar in writing of any termination of the authority of a proxy.

A proxy may be appointed by any of the following methods:

• completing the enclosed form of proxy and returning it to Equiniti at Highdown House, Yeoman Way, Worthing, West Sussex BN99 6DA;
• by logging onto the Company's Registrar's website www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number (SRN) printed on your form of proxy. Shareholders who have already registered with the Company's Registrar's online portfolio service Shareview can submit a proxy by logging into their profile at www.shareview.co.uk and clicking on the link to vote;
• CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual (available at www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a 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; or
• if you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.00 am (BST) on 22 May 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company's agent (RA19) by the latest time(s) for receipt of proxy appointments. 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 Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

After this time, any change of instruction 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 UK & Ireland Limited 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, 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.

1. A person to whom this Notice of Meeting is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.

---

BGG
BALTIC CLASSIFIEDS GROUP

1. The statement of the rights of members in relation to the appointment of proxies in Notes 2 to 4 above does not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered members of the Company.

2. Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.

3. As at the Latest Practicable Date, the Company's issued share capital consists of 450,619,646 Ordinary Shares carrying one vote each. No shares are held in treasury. Therefore, the total voting rights in the Company as at the Latest Practicable Date are 450,619,646.

4. The Resolution will be put to a vote on a poll. This will result in a more accurate reflection of the views of Shareholders by ensuring that every vote is recognised, including the votes of all Shareholders who are unable to attend the meeting but who appoint a proxy for the meeting. On a poll, each Shareholder has one vote for every share held.

5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, provided that they do not do so in relation to the same shares.

6. A member attending the meeting has the right to ask questions. The Company strongly encourages Shareholders to submit any questions they would like to have answered at the General Meeting by email to cosec@balticclassifieds.com in advance, so as to be received no later than 5.00 pm (BST) on 22 May 2026. The Company must cause to be answered any such questions relating to the business being dealt with at the meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Where it is not possible to answer any of the questions submitted at the General Meeting (for example, due to time constraints), the directors will endeavour, where appropriate, to answer such questions by publishing thematic responses on the Company's website at www.balticclassifieds.com/shareholder-information as soon as practicable following the General Meeting.

7. A copy of this Notice of Meeting and other information required by section 311A of the Companies Act 2006 can be found at www.balticclassifieds.com/shareholder-information.

8. You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

9. The latest version of our Privacy Policy is available at www.balticclassifieds.com. Your personal data includes all data provided by you, or on your behalf, which relates to you as a Shareholder, including your name and contact details, the votes you cast and your Shareholder Reference Number (SRN) (attributed to you by the Company). The Company determines the purpose for which and the manner in which your personal data is processed. The Company and any third party to which it disclosed the data (including the Company's Registrar) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing shareholder rights you exercise.

10. We do not permit behaviour that may interfere with anyone's security or safety or the good order of the meeting. Anyone who does not comply may be removed from the meeting