Beacon Rise Holdings PLC — Proxy Solicitation & Information Statement 2026

Feb 18, 2026

BEACON RISE HOLDINGS PLC

(incorporated and registered in England and Wales with registered number 13620150)

(the "Company")

GENERAL MEETING – FORM OF PROXY

I/We¹ ... being a member/members of the Company appoint

the Chairman of the meeting or ... as my/our proxy² to attend and

speak on my behalf at the general meeting of Beacon Rise Holdings PLC to be held at Sheldon Room, Regus, 6th Floor, 2 Kingdom Street, London, W2 6BD on 12 March 2026 at 2.30 p.m. and at any adjournment of the meeting thereof (the General Meeting).

Please indicate with a tick mark in the space opposite the resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolution or may abstain at his/her discretion. To abstain from voting on the resolution, select the "Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.

Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting pursuant to the other items of business referred to in the notice convening the meeting.

Unless otherwise stated, capitalised terms used in this document have the meanings given in the notice convening the General Meeting (the Notice) and in the circular, of which the Notice forms part (the Circular). Further details of the resolutions proposed at the General Meeting are set out in the Circular and the Notice, which contains the full text of those resolutions (the Resolutions).

Resolution	For	Against	Withheld
Ordinary Resolutions
1. THAT, subject to and conditional on the passing of Resolution 4, each Existing Ordinary Share of £1.00 each in the issued share capital of the Company as at the Capital Reorganisation Record Date be sub-divided and redesignated into 1 ordinary share of £0.0001 each and 1 deferred share of £0.9999 each.
2. THAT, subject to the passing of Resolutions 1 and 4, in accordance with section 551 of the Act and in addition to any existing like authority (and without prejudice to any allotment of shares or grant of rights to subscribe for, or to convert any security into, shares in the Company already made, offered or agreed to be made pursuant to such authority), the Directors be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company.
3. THAT, in accordance with Articles 187 and 188 of the Company's articles of association, the period for completing an initial transaction (such term as defined in the Company's articles of association) be extended by a further 12 months, from 24 March 2026 to 24 March 2027.
Special Resolutions
4. THAT, subject to and conditional on the passing of Resolution 1 and with effect from the Capital Reorganisation Record Date, the New Articles be adopted.
5. THAT, subject to the passing of Resolutions 1, 2 and 4, in accordance with section 570(1) of the Act and in addition to any existing authority and without prejudice to any subsisting like authority, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Act) wholly for cash pursuant to the general authority conferred by Resolution 2, as if section 561(1) of the Act did not apply to any such allotment.
6. THAT, a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Enter number of shares in relation to which your proxy is authorised to vote or leave blank to authorise your proxy to act in relation to your entire holding.

Please also tick this box if you are appointing more than one proxy.

Please complete, sign and return this form to Avenir Registrars Limited (Avenir Registrars), the Company's registrars, by post at 5 St John's Lane, Farringdon, London EC1M 4BH or by email at proxy@avenir-registrars.co.uk, as soon as possible and in any event so as to be received by Avenir Registrars no later than 2.30 p.m. on 10 March 2026 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting).

For individuals:

Signature of member

Signature of joint-member, if any

For companies:

Signed for and on behalf of

Name of company:

Signature

Print name

Title

¹ Full name(s) and address(es) (as appearing in the Company's register of members) to be inserted in BLOCK LETTERS. In the case of joint holdings, the names of all holders (as appearing in the Company's register of members) must be inserted.

² Insert name and address of the desired proxy in the spaces provided and strike out the words of "the Chairman of the meeting". If you wish to appoint the chairman, just strike out the space right after "the Chairman of the meeting or".

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Perivan.com
272751

Notes

1 Proxy appointment

1.1 As a member of the Company, you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend and speak at the general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, they will be authorised in respect of your full voting entitlement.

1.2 Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

1.3 A proxy does not need to be a member of the Company but must attend the meeting to represent you. If you wish to appoint a proxy other than the chairman of the meeting, insert their full name in the space provided. If you leave this space blank, the chairman of the meeting will be appointed your proxy. Where you appoint as your proxy someone other than the chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the chairman and give them the relevant instructions directly.

1.4 You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may copy this form. Multiple proxy appointments should be returned to Avenir Registrars together.

2 Appointment of proxies through the proxy form

2.1 To appoint a proxy using this form, the form must be:

(a) completed and signed and be sent or delivered to Avenir Registrars, the Company's registrars, at 5 St John's Lane, Farringdon, London EC1M 4BH; and
(b) received by Avenir Registrars no later than 2.30 p.m. on 10 March 2026 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting).

2.2 In the case of a member which is a company, this proxy form must be executed (a) under its common seal; (b) not under its common seal but otherwise in accordance with its articles of association or constitution; or (c) signed on its behalf by a duly authorised officer of the company / corporation or its authorised attorney. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

2.3 As an alternative to completing and returning the hard-copy proxy form by post, you can appoint a proxy electronically by emailing a copy of the completed proxy form to Avenir Registrars at proxy@avenir-registrars.co.uk. For an electronic proxy appointment to be valid, your appointment must be received by Avenir Registrars by email no later than 2.30 p.m. on 10 March 2026 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). Any power of attorney or any other authority under which the proxy form submitted electronically is signed (or a duly certified copy of such power or authority) must be included with the completed proxy form emailed to Avenir Registrars at proxy@avenir-registrars.co.uk.

2.4 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.

2.5 In the case of joint members, where more than one of the joint members purports to appoint a proxy, 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 members appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

2.6 Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Avenir Registrars by email at contactus@avenir-registrars.co.uk or via telephone on +44 020 7692 5500.

3 Appointment of proxies through CREST

3.1 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so using the procedure 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.

3.2 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International 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 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 Avenir Registrars (RA20) by the latest time(s) for receipt of proxy appointments (that is 2.30 p.m. on 10 March 2026 or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Avenir Registrars 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.

3.3 CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. 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 their CREST sponsor or voting service provider(s) takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, 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 (www.euroclear.com).

3.4 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 (as amended). Members are advised to read the terms and conditions of use on www.euroclear.com carefully.

4 Appointment of proxies through Holder Portal

4.1 Members who hold their shares in the Company in certificated form (i.e not in CREST) may alternatively submit a proxy appointment online using the Holder Portal at https://avenir-registrars.co.uk/our-portals/. If not already registered to use the Holder Portal, certificated members will need to create an account. Such members are requested to contact Avenir Registrars directly via email at contactus@avenir-registrars.co.uk to request Holder Portal account creation. A proxy appointment submitted online through the Holder Portal must be received by Avenir Registrars by no later than 2.30 p.m. on 10 March 2026 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting).

5 Termination of proxy appointment

5.1 A member may terminate a proxy instruction but to do so they will need to inform Avenir Registrars in writing by either:

(a) sending a signed hard-copy notice to Avenir Registrars at 5 St John's Lane, Farringdon, London, EC1M 4BH clearly stating the member's intention to revoke their proxy appointment; or
(b) sending a signed notice clearly stating your intention to revoke your proxy appointment to Avenir Registrars email at proxy@avenir-registrars.co.uk.

5.2 In either case, the revocation notice must be received by Avenir Registrars no later than 2.30 p.m. on 10 March 2026 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). In the case of a member which is a company / corporation, the revocation notice must be executed (a) under its common seal; (b) not under its common seal but otherwise in accordance with its articles of association or constitution; or (c) signed on its behalf by a duly authorised officer of the company / corporation or its authorised attorney. 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.

5.3 If a member attempts to revoke their proxy appointment but the revocation is received after the time specified in note 5.1, their original proxy appointment will remain valid unless they attend the meeting and vote in person.

6 Communication

6.1 Avenir Registrars may be contacted by email at contactus@avenir-registrars.co.uk or via telephone on +44 020 7692 5500. Calls outside the United Kingdom are charged at applicable international rates. Different charges may apply to calls made from mobile telephones. Avenir Registrars' lines are open between 9.00 a.m. – 5.00 p.m., Monday to Friday excluding public holidays in England and Wales.

6.2 You may not use any electronic address provided in this proxy form to communicate with the Company or the Avenir Registrars for any purposes other than those expressly stated.