BRAEMAR PLC — Proxy Solicitation & Information Statement 2026

Jun 9, 2026

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action to take, you should immediately seek personal financial advice from your stockbroker, bank manager, solicitor, accountant or any other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in your own jurisdiction.

If you have sold or otherwise transferred all of your ordinary shares in Braemar Plc, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

Braemar Plc

(incorporated and registered in England and Wales under company registration number 02286034)

Notice of 2026 Annual General Meeting

Notice of the 2026 Annual General Meeting of Braemar Plc, to be held at the Company's offices at One Strand, Trafalgar Square, London, WC2N 5HR, at 11:00 a.m. on Thursday, 2 July 2026 is set out in this document.

A Form of Proxy for use at the Annual General Meeting is enclosed. To be valid, the Form of Proxy should be completed, signed and returned in accordance with the instructions printed on it to the Company's Registrar, Equiniti, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA as soon as possible but, in any event, so as to arrive no later than 11:00 a.m. on Tuesday, 30 June 2026.

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Braemar Plc
(incorporated and registered in England and Wales under company registration number 02286034)
3 June 2026

Notice of 2026 Annual General Meeting

Dear Shareholder,

I am pleased to be writing to you with details of the forthcoming 2026 Annual General Meeting ("AGM") of Braemar Plc (the "Company"), which will be held at 11:00 a.m. on Thursday, 2 July 2026 at the Company's offices at One Strand, Trafalgar Square, London, WC2N 5HR.

We are delighted that shareholders will be able to attend the AGM in person as usual. However, for those shareholders unable to attend, the Company continues to encourage shareholders to exercise their voting rights in relation to the resolutions set out in the Notice (the "Resolutions") by appointing a proxy using one of the methods set out in the notes on pages 5 to 7 of this document. A Form of Proxy is enclosed with the Notice.

The Company will continue to welcome questions from shareholders on the business of the AGM, or any other matters relating to the Company, which should be submitted by e-mail to braemar@houston.co.uk by 11:00 a.m. on Tuesday, 30 June 2026 (or, if the AGM is adjourned, the date and time which is 48 hours prior to the time set for any reconvened meeting). Questions should include: the shareholder's full name, number of shares held and telephone contact details. Responses will be given either at the AGM, by telephone, e-mail or by publication on the Company's website at the appropriate time. There will also be an opportunity for shareholders to ask questions at the meeting itself.

The formal notice of the AGM and resolutions to be proposed are set out on pages 3 and 4 of this document. The board considers that the resolutions are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The board therefore unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings.

On behalf of the board, thank you for your continued support.

Yours faithfully,

Nigel Payne
Chairman

Braemar Plc Notice of Annual General Meeting

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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the 2026 Annual General Meeting (the "AGM") of Braemar Plc (the "Company") will be held at One Strand, Trafalgar Square, London, WC2N 5HR at 11.00 a.m. on Thursday, 2 July 2026 for the purpose of considering and, if thought fit, passing the following resolutions listed below of which resolutions numbered 1 to 13 inclusive will be proposed as ordinary resolutions and resolutions numbered 14 to 17 inclusive will be proposed as special resolutions.

Ordinary Resolutions

Annual Report and Accounts

1. To receive the Company's audited annual report and accounts for the year ended 28 February 2026 (incorporating the directors' report and auditor's report).
2. To approve the directors' remuneration report (excluding the remuneration policy) of the Company's audited annual report and accounts for the year ended 28 February 2026.
3. To approve the directors' remuneration policy as set out on pages 74 to 83 of the Company's audited annual report and accounts for the year ended 28 February 2026.

Final dividend

1. To approve a final dividend of 4.5 pence per ordinary share for the year ended 28 February 2026 to be paid on 7 September 2026 to shareholders on the register of members at the close of business on 31 July 2026.

Re-election of directors

1. To re-elect Grant Foley as a director of the Company.
2. To re-elect Elizabeth Gooch as a director of the Company.
3. To re-elect Joanne Lake as a director of the Company.
4. To re-elect Nigel Payne as a director of the Company.
5. To elect Richard Prince as a director of the Company.

Auditors

1. To re-appoint BDO LLP, as auditor to the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which financial statements of the Company are laid before the Company.
2. To authorise the Audit & Risk Committee of the Company to determine BDO LLP's remuneration as auditor of the Company.

Authority to allot shares

1. That, in accordance with section 551 of the Companies Act 2006, the directors be generally and unconditionally authorised, in substitution for all existing authorities, all of which are hereby revoked and cancelled to the extent not previously utilised and without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such existing authorities, to exercise all powers of the Company to allot shares and to grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of £2,192,858.47 comprising:

a) an aggregate nominal amount of £1,096,429.23 (whether in connection with the same offer or issue as under sub-paragraph (b) immediately below or otherwise); and
b) an aggregate nominal amount of £1,096,429.23 in the form of equity securities (as defined in section 560 of the Companies Act 2006) in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the Company's register on any record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.

This authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on 19 November 2027 or, if earlier, at the conclusion of the annual general meeting of the Company in 2027, except that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after such expiry and the directors may allot shares or grant such rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

Restricted Share Plan

1. That the rules of the Braemar Plc Restricted Share Plan (the "RSP"), the principal terms of which are summarised in Appendix 2 to this Notice of Annual General Meeting, produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman of the meeting, be and are hereby approved and the directors be authorised to:

a) make such modifications to the RSP as they may consider appropriate to take account of the requirements of best practice and for the implementation of the RSP and to adopt the RSP as so modified and to do all such other acts and things as they may consider appropriate to implement the RSP; and
b) establish further plans based on the RSP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the RSP.

Braemar Plc Notice of Annual General Meeting

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Notice of Annual General Meeting continued

Special Resolutions

Disapplication of pre-emption rights

1. That, if resolution 12 is passed, the directors be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred on them by resolution 12 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act 2006, in each case as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that this power shall be limited to:

a) any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

b) any such allotment and/or sale, otherwise than pursuant to sub-paragraph (a) immediately above, of equity securities having, in the case of ordinary shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having an aggregate nominal value, not exceeding the sum of £165,338.

This authority shall expire, unless previously varied, renewed or revoked by the Company in general meeting, at such time as the general authority conferred on the directors by resolution 12 expires, except that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

1. That, if resolution 12 is passed and in addition to any authority granted under resolution 14, the directors be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred on them by resolution 12 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act 2006, in each case as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that this power shall be:

a) limited to any such allotment and/or sale of equity securities having, in the case of ordinary shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having an aggregate nominal value, not exceeding the sum of £165,338; and

b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the directors by resolution 12 expires, except that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

Market purchases

1. That the Company be and is generally and unconditionally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of ten pence each on such terms and in such manner as the directors may from time to time determine, provided that:

a) the maximum aggregate number of ordinary shares which may be purchased is 3,306,760 (being approximately 10% of the issued ordinary share capital of the Company as at 26 May 2026);

b) the minimum price (excluding expenses) which may be paid for each ordinary share is ten pence; and

c) the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of an amount equal to:

(i) 105% of the average of the middle market quotations of an ordinary share (as derived from the London Stock Exchange plc's Daily Official List) for the five business days immediately preceding the date on which that ordinary share is contracted to be purchased; and

(ii) the higher of (i) the price of the last independent trade of an ordinary share; and (ii) the highest current independent purchase bid for an ordinary share on the London Stock Exchange at the time the purchase is carried out.

This authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on 19 November 2027 or, if earlier, at the conclusion of the annual general meeting of the Company in 2027, except that the Company may, if it agrees to purchase ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.

Notice for general meetings

1. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice during the period beginning on the date of the passing of this resolution and expiring at the conclusion of the next annual general meeting of the Company in 2027.

By order of the Board
Rebecca-Joy Wekwete
Company Secretary
Braemar Plc

Registered office address
One Strand, Trafalgar Square
London
WC2N 5HR

3 June 2026

Braemar Plc Notice of Annual General Meeting

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Notes to The Notice of Annual General Meeting

Entitlement to vote

1. Only those shareholders included in the register of members of the Company at 18:30 on 30 June 2026 or, if the AGM is adjourned, in the register of members at 18:30 on the day which is two working days before the time for holding any adjourned meeting, will be entitled to vote at the AGM (or adjourned meeting) in respect of the number of shares registered in their names at that time. Changes to entries on the share register after the relevant deadline will be disregarded in determining the rights of any person to vote at the AGM (or adjourned meeting)

Appointment of proxies

1. A member who is an individual would usually be entitled to attend, speak and vote at the AGM or to appoint one or more other persons as his/her proxy to exercise all or any of his/her rights on his/her behalf. Further details of how to appoint a proxy, and the rights of proxies, are given in the Notes below. A member that is a company can appoint one or more corporate representatives (such as a director or employee of the company) whose attendance at the meeting is treated as if the company were attending in person, or it can appoint one or more persons as its proxy to exercise all or any of its rights on its behalf. In each case, the person attending the AGM will need to provide the Company or its registrars (Equiniti) with evidence of their identity and, if applicable, their appointment as a proxy or corporate representative with authority to vote on behalf of the member.

2. A shareholder may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy does not need to be a shareholder of the Company. If you are appointing more than one proxy you will need to state clearly on each Form of Proxy the number of shares in relation to which the proxy is appointed, and ensure that, taken together, the numbers of shares stated on the forms of proxy do not exceed your holding. A proxy is legally required to vote in accordance with any voting instructions given by his appointing shareholder. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.

3. In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which names stand on the register of shareholders of the Company in respect of the relevant joint holding.

4. A personalised hard-copy Form of Proxy for use in connection with the AGM is enclosed with the document of which this Notice forms part. If you do not have a personalised hard-copy Form of Proxy and believe that you should, please contact the Company's registrars, Equiniti at Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA or on +44 (0)371 384 2030; please use the country code when calling from outside the UK. Completion and return of a Form of Proxy will not legally prevent a shareholder from attending and voting at the General Meeting. Addresses (including electronic addresses) in this Notice or any related documents (including the hard-copy form of proxy) are included strictly for the purposes specified and not for any other purpose.

5. To appoint a proxy or proxies, shareholders must complete: (a) a form of proxy, sign it and return it, together with the power of attorney or any other authority under which it is signed, or a notarially certified copy of such authority, to the Company's registrars, Equiniti at Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA; or (b) a CREST Proxy Instruction (see below); or (c) an online proxy appointment at www.shareview.co.uk (you will need to create an online portfolio using your Shareholder Reference Number as found on your proxy form, once logged in simply click "View" on the "My Investments" page, click on the link to vote and follow the on-screen instructions.), in each case so that it is received no later than 11:00 a.m. on 30 June 2026 (or the date and time which is 48 hours prior to any reconvened meeting).

6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) of the meeting by using the procedures described in the CREST Manual (available via https://www.euroclear.com). CREST Personal Members or other CREST sponsored members and those CREST members who have appointed any 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. Shareholders that are an institutional investor may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by its registrars, Equiniti. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11:00 a.m. on 30 June 2026 (or the date and time which is 48 hours prior to any reconvened meeting) 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 those terms and conditions carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

7. 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 & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. 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 the Company's Registrars, Equiniti (CREST participant ID RA19) by the latest time for receipt of proxy appointments set out in Note 6 above.

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 instructions to proxies appointed through CREST should be communicated to the appointee through other means.

Braemar Plc Notice of Annual General Meeting

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Notes to The Notice of Annual General Meeting continued

1. 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 any voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

2. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

3. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

4. To change your proxy instructions simply submit a new proxy appointment using the methods set out in these Notes. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amend instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. 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 the Company's registrars, Equiniti at Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA or on +44 (0)371 384 2030; please use the country code when calling from outside the UK. 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.

5. To revoke a hard-copy 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 the Company's registrars, Equiniti at Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a notarially certified copy of such power or authority) must be included with the revocation notice.

Website publication of audit concerns

1. Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual report and accounts were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

Questions at the AGM

1. Under section 319A of the Companies Act 2006, the Company must cause to be answered any question relating to the business being dealt with at the AGM put by a member attending the meeting unless to do so would interfere unduly with the preparation for the meeting, or involve the disclosure of confidential information; the answer has already been given on a website in the form of an answer to a question; or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. You will also be able to ask questions at the AGM itself. Shareholders who are not be able to attend the AGM may submit any questions on the business of the AGM by email to braemar@houston.co.uk by 11:00 a.m. on 30 June 2026 (or the date and time which is 48 hours prior to any reconvened meeting). Questions should include: the shareholder's full name, number of shares held and telephone contact details. Responses will be given either by telephone, e-mail or by publication on the Company's website at the appropriate time.

Braemar Plc Notice of Annual General Meeting

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Notes to The Notice of Annual General Meeting continued

AGM Notice availability on the Company website

1. From the date of this Notice until two years after the AGM is held, the information required by section 311A of the Companies Act 2006 (a copy of this Notice, the total number of shares and voting rights set out in paragraph 18 below, and any statements, resolutions or matters of business proposed by members after this Notice is sent out) will be available on the Company's website www.braemar.com.

Documents on display

1. Copies of the following documents available for inspection at the Company's registered office during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of the Notice until the conclusion of the AGM. To view copies of the following documents, please email the Company Secretary at company.secretary@braemar.com to arrange an appointment:

(i) executive directors' service agreements;
(ii) non-executive directors' letters of appointment;
(iii) a copy of the Company's Articles of Association; and
(iv) a copy of the proposed Restricted Share Plan rules.

Issued shares and total voting rights

1. As at 26 May 2026, being the last practicable date prior to the publication of this Notice, the Company's issued share capital comprised 33,067,603 ordinary shares of ten pence each, none of which were held in treasury. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 26 May 2026 is 33,067,603.

2. Voting on all resolutions at the AGM will be by way of a poll. This means that you will be asked to complete a poll card if you attend in person. The Company believes that this is the best way of representing the views of as many shareholders as possible in the voting process.

Nominated persons

1. If you have been nominated to receive general shareholder communications directly from the Company, it is important to remember that your main contact in terms of your investment remains as it was (so the registered shareholder, or perhaps custodian or broker, who administers the investment on your behalf). Therefore, any changes or queries relating to your personal details and holding (including any administration thereof) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee dealing with matters that are directed to us in error. The only exception to this is where the Company, in exercising one of its powers under the Companies Act 2006, writes to you directly for a response.

Data protection

1. The Company may process personal data of attendees at the AGM. This may include webcasts, photos, recordings and audio and video links, as well as other forms of personal data. The Company shall process such personal data in accordance with its privacy policy, which can be found on the Company's website.

Braemar Plc Notice of Annual General Meeting

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Explanatory Notes to the Notice of Annual General Meeting

Resolutions 1 to 13 are ordinary resolutions and will be passed if more than 50% of the votes cast are in favour.

Resolution 1 – Annual report and accounts

The directors are required by the Companies Act 2006 to present to the shareholders of the Company at a general meeting the reports of the directors (including the strategic report) and the auditor, and the audited accounts of the Company, for the year ended 28 February 2026. The reports of the directors (including the strategic report) and the auditor are contained in the Company's annual report and accounts for the year ended 28 February 2026, a copy of which is available on the Company's website at www.braemar.com/investors/results-reports-and-agm-notices.

Resolution 2 and 3 – Directors' remuneration report and remuneration policy

Resolution 2 seeks shareholder approval for the directors' remuneration report as set out on pages 70 to 90 (excluding the Policy) of the annual report and accounts for the year ended 28 February 2026. The directors' remuneration report discloses how the Company's existing directors' remuneration policy was implemented during the year ended 28 February 2026 and sets out details of each director's remuneration throughout the year. The vote is advisory and the directors' entitlement to remuneration is not conditional upon the resolution being passed.

Resolution 3 seeks shareholder approval for a proposed new directors' remuneration policy (the "Policy"). The Companies Act 2006 provides that quoted companies must offer (i) their forward-looking directors' remuneration policy (the directors' remuneration policy) to a binding shareholder vote at least once every three years; and (ii) a separate advisory vote on the implementation of the Company's existing remuneration policy (the directors' remuneration report) each year. The directors' remuneration policy that is currently in force was approved by shareholders at the Company's 2023 Annual General Meeting.

The Policy, together with details of differences to the current directors' remuneration policy (including details of the proposed new Restricted Share Plan), can be found in the directors' remuneration report on pages 74 to 83 of the Company's annual report and accounts for the year ended 28 February 2026. The vote is binding and once the Policy is approved, the Company will only be able to make remuneration payments to directors and former directors in accordance with it.

Subject to such approval, the proposed effective date for the Policy will be 2 July 2026, being the date of this year's Annual General Meeting. If the Policy is approved and remains unchanged, it will be valid for up to three financial years without new shareholder approval being required. If the Company wishes to change the approved Policy, it would need to put the revised directors' remuneration policy to a vote again, before it could be implemented.

Resolution 4 – Final dividend

Resolution 4 is to approve a final dividend of 4.5 pence per ordinary share for the year ended 28 February 2026. If approved, the dividend will be paid on 7 September 2026 to all shareholders who are on the register of members of the Company at the close of business on 31 July 2026.

Resolutions 5 to 9 – (Re) election of directors

Resolutions 5 to 9 deal with the (re) election of the directors of the Company. Catriona Valentine and James Gundy will both step down from the board at the Company's AGM on 2 July 2026 and will therefore not be standing for re-election. In accordance with best corporate governance practice, the directors are standing for re-election at this year's AGM, with Richard Prince standing for election for the first time following his appointment on 27 May 2026.

The biographies of each of the directors standing for (re) election are set out in Appendix 1 of this Notice. The board has determined that, in its judgement, all of the non-executive directors meet the independence criteria set out in the UK Corporate Governance Code as all are independent in character and judgement and there are no relationships or circumstances that are likely to affect, or could appear to affect, their judgement. The board confirms that the directors standing for (re) election continue to perform effectively and demonstrate commitment to their role.

Resolution 10 – Re-appointment of auditor

The Companies Act 2006 requires that auditors be appointed at each general meeting at which accounts are laid, to hold office until the next such meeting. This resolution seeks shareholder approval for the re-appointment of BDO LLP as the Company's auditor to hold office until the next annual general meeting of the Company. The Audit & Risk Committee keeps under review the independence and objectivity of the external auditor and after considering relevant information, the Audit & Risk Committee recommended to the board that BDO LLP be reappointed.

Resolution 11 – Auditor's remuneration

This resolution authorises the directors to set the remuneration of the auditor for the audit work to be carried out by it in the next financial year. The amount of the remuneration paid to the auditor for the next financial year will be disclosed in the next audited accounts of the Company. The directors have delegated the responsibility of setting the auditor's remuneration to the Audit & Risk Committee of the board.

Braemar Plc Notice of Annual General Meeting

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Explanatory Notes to the Notice of Annual General Meeting continued

Resolution 12 – Allotment of share capital

The Companies Act 2006 provides that the directors may only allot shares or grant rights to subscribe for or to convert any security into shares if authorised by shareholders to do so. This resolution will, if passed, authorise the directors to allot shares up to a maximum nominal amount of £2,194,992, which represents an amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company as at 26 May 2026, the latest practicable date prior to the publication of the Notice. As at the date of the Notice, the Company did not hold any ordinary shares in the capital of the Company in treasury.

As provided in sub-paragraph (a) of the resolution, up to half of this authority (equal to one-third of the issued share capital of the Company), will enable the directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit. Sub-paragraph (b) of the resolution provides that the remainder of the authority (equal to a further one-third) may only be used in connection with a rights issue in favour of ordinary shareholders. As sub-paragraph (a) imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with sub-paragraph (b) so as to enable the whole two-thirds authority to be used in connection with a rights issue. Where usage of this authority exceeds the one-third of the issued share capital, the directors intend to follow emerging best practice as regards its use.

Unless previously renewed, varied or revoked by the Company in general meeting, the authority will expire at the conclusion of the next annual general meeting of the Company or, if earlier, 19 November 2027.

Passing this resolution will ensure that the directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. However, there are no current plans to issue new shares except in connection with employee share schemes. A similar authority was granted at the Company's 2025 AGM.

Resolutions 13 – Restricted Share Plan

The Company's existing long-term incentive arrangement for the Company's executive directors and other selected senior management is the Braemar Plc Long-Term Incentive Plan 2024 (the "LTIP"). To cater for future share-based remuneration including in respect of the annual restricted share award aspect envisaged for the Company's executive directors under the proposed Policy (for which shareholder approval is being sought under Resolution 3), the Remuneration Committee of the board has concluded that shareholder authority should be sought under Resolution 13 for a new long-term incentive arrangement, the Braemar Plc Restricted Share Plan (the "RSP"). The LTIP will be retired to new awards upon the adoption of the RSP.

The terms of awards granted under the RSP to the Company's executive directors shall necessarily align with the applicable shareholder approved directors' remuneration policy. A summary of the principal terms of the RSP is set out in Appendix 2 of this Notice.

The rules of the Braemar Plc Restricted Share Plan will be available for inspection from the date of this Notice on the national storage mechanism and will also be available for inspection at the place of the Annual General Meeting for at least 15 minutes before the AGM until the conclusion of the AGM.

Resolutions 14 to 17 are special resolutions. These resolutions will be passed if at least 75% of the votes cast are in favour.

Resolutions 14 and 15 – Disapplication of statutory pre-emption rights

The Companies Act 2006 prescribes certain pre-emption rights under which, if the Company issues new shares, or grants rights to subscribe for or to convert any security into shares, for cash or sells any treasury shares, it must first offer them to existing shareholders in proportion to their current holdings.

Subject to resolution 12 being passed, under resolution 14, it is proposed that the directors be authorised to issue shares for cash and/or sell shares from treasury (if any are so held) without offering them first to existing shareholders in accordance with statutory pre-emption rights:

(i) up to an aggregate nominal amount of £164,624 (up to 1,646,244 new ordinary shares of ten pence each in the capital of the Company). This amount represents approximately 5% of the Company's issued share capital as at 26 May 2026, being the latest practicable date prior to the publication of the Notice. This part of the authority is designed to provide the Board with flexibility to raise further equity funding and to pursue acquisition opportunities as and when they may arise; or

(ii) in respect of a rights issue, open offer or other offer that generally provides existing shareholders with the opportunity to subscribe for new shares pro rata to their existing holdings. This part of the authority is designed to give the directors flexibility to exclude certain shareholders from such an offer where the directors consider it necessary or desirable to do so in order to avoid legal, regulatory or practical problems that would otherwise arise.

Subject to resolution 12 being passed and in addition to the authority under resolution 14, it is proposed that the directors be authorised to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued share capital (as at 26 May 2026, being the latest practicable date prior to the publication of the Notice). The directors consider that proposing this resolution is appropriate for the Company's circumstances and, in accordance with the Pre-Emption Group's Principles, the directors confirm that the authority will be used only in connection with an acquisition or specified capital investment that is announced contemporaneously with the issue, or that has taken place in the preceding six-month period and is disclosed in the announcement of the issue.

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Explanatory Notes to the Notice of Annual General Meeting continued

If passed, the authorities in resolutions 14 and 15 will expire at the conclusion of the next annual general meeting of the Company or, if earlier, 19 November 2027. The directors intend to renew such authorities at subsequent annual general meetings in accordance with current best practice.

The disapplication authorities under resolutions 14 and 15 are in line with the guidance set out in the Pre-Emption Group's 2022 Statement of Principles. The directors have no current plans to allot shares, except in connection with employee share schemes.

Resolution 16 – Purchase of own shares by the Company

This resolution gives the Company authority to buy back its own ordinary shares in the market. The authority limits the number of shares that could be purchased to a maximum of 3,292,488 (representing approximately 10% of the Company's issued share capital as at 26 May 2026, being the latest practicable date prior to the publication of the Notice). The price per ordinary share that the Company may pay is set at a minimum amount (excluding expenses) of ten pence per ordinary share and a maximum amount (excluding expenses) of the higher of:

(i) amount equal to 105% of the average of the middle market quotations of an ordinary share (as derived from the London Stock Exchange plc's Daily Official List) for the five business days immediately preceding the date on which that ordinary share is contracted to be purchased; and
(ii) an amount equal to the higher of (i) the price of the last independent trade of an ordinary share; and (ii) the highest current independent purchase bid for an ordinary share on the London Stock Exchange at the time the purchase is carried out.

The board will exercise this authority only when to do 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. Any purchases of ordinary shares would be by means of market purchase through the London Stock Exchange.

Resolution 17 – Notice period for general meetings

This resolution seeks to continue to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice (rather than 21 clear days' notice which is the period required by the Companies Act 2006). An annual general meeting of the Company must always be held on at least 21 clear days' notice.

The Company must offer, for any general meeting (other than an annual general meeting) held on less than 21 clear days' notice, a facility to vote by electronic means that is accessible to all members. The shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

The authority granted by this resolution is valid up to the next annual general meeting of the Company to be held in 2026 and needs to be renewed annually.

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Appendix 1 to the Notice of Annual General Meeting

Director Biographies

Executive Directors

Grant Foley
Group Chief Financial & Operating Officer
(CEO Designate)

Committee memberships
None.

Background and relevant experience

Grant is a chartered accountant and has over 25 years' experience in leading public and private financial services and technology businesses. He joined the Company from ClearScore where as Chief Financial Officer he drove significant improvements across the finance function, implementing new systems, processes and reporting as the business scaled. Grant also has additional transaction experience, and his other roles have included CMC Markets Plc where, as Group Chief Financial Officer and Chief Operating Officer, he was instrumental in the Company's successful IPO. On 17 February 2026, the board announced that Grant Foley would succeed James Gundy as Group CEO at the Company's AGM to be held on 2 July 2026.

External appointments

None.

Key Skills

Finance, leadership, investor relations, mergers and acquisitions, strategy compliance and risk management.

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Appendix 1 to the Notice of Annual General Meeting continued

Director Biographies continued

Non-Executive Directors

| Nigel Payne
Chairman | Elizabeth Gooch
Independent
non-executive director
and senior independent
director | Joanne Lake
Independent
non-executive director | Richard Prince
Independent non-executive director |
| --- | --- | --- | --- |
| Committee memberships
Chair of the Nomination Committee. | Committee memberships
Chair of the Remuneration Committee; Member of the Audit & Risk and Nomination Committees. | Committee memberships
Chair of the Audit & Risk Committee, Member of the Remuneration and Nomination Committees. | Committee memberships
Member of the Audit & Risk Committee and Remuneration Committees. |
| Background and relevant experience
Nigel joined the Company as non-executive Chairman in May 2021. Nigel has a proven record of enhancing shareholder value with over 30 years' experience on international public and private boards as both an executive and non-executive director. Nigel is a qualified chartered accountant. Nigel served as the CEO of Sportingbet PLC, one of the world's largest internet gaming companies at the time. He was previously appointed non-executive chairman of AIM listed EG Solutions PLC, Stride Gaming PLC, Hangar8 PLC, ECSC PLC and Gateley PLC. | Background and relevant experience
Elizabeth has over 20 years' experience in governance, compliance and financial reporting of publicly listed companies, having founded and run EG Solutions plc. Elizabeth now works with founders of UK tech startups and scaleups to help them grow, get investment and scale their businesses. She is a non-executive director, board adviser and growth mentor to technology companies in a wide range of sectors, including secure messaging, cyber security, artificial intelligence, drones-as-a-service, robotic process automation, e-commerce and workforce management. | Background and relevant experience
Joanne has over 40 years' experience in financial and professional services - both in investment banking, with firms including Panmure Gordon, Evolution Securities and Williams de Broë, and in audit and business advisory services with Price Waterhouse.
Joanne is a fellow of the Institute of Chartered Accountants in England and Wales and a member of its Corporate Finance Faculty and is also a fellow of the Chartered Institute for Securities and Investment. | Background and relevant experience
Until recently Richard served as Global Co-Head of ST Shipping and Transport Ltd, the shipping arm of Glencore, where he spent two decades in leadership roles. Prior to joining Glencore, he was an established tanker broker, holding positions with leading shipbroking firms including Simpson Spence & Young (SSY), Sovereign and Harris & Dixon. With over 30 years of experience across the shipping and oil markets, Richard brings extensive expertise in commercial shipping, maritime logistics, and global energy transportation. |
| External appointments
Non-executive chairman of Green Man Gaming Ltd., Non-executive director of JSE listed Sun International Ltd, AIM quoted GetBusy plc and ASX listed Betr Entertainment Ltd. | External appointments
Non-executive Chair of Skyfarer Ltd.
Non-executive director of OPX Software Holdings Ltd, Turnkey Group (UK Holdings) Limited, Cyber Q Group Holdings Ltd. | External appointments
Non-executive Chair of Made Tech Group Plc. Non-executive director of Gateley (Holdings) Plc, Pollen Street Group Limited. | External appointments
Director of Chalkwell Green Properties Ltd, Chalkwell Green Padel Ltd and Purple Sugar Company Ltd. |
| Key skills
Leadership, strategy, business development, mergers & acquisitions, investor relations, finance and governance. | Key skills
Governance, compliance, financial reporting, investor relations, equity fundraising. | Key skills
Capital markets, equity fundraising, mergers & acquisitions, strategy and growth companies. | Key skills
Leadership, operational oversight, executive management, commercial shipping, maritime logistics, shipbroking and operations, oil expertise, commercial negotiations. |

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Appendix 2 Summary of principal terms of the Braemar Plc Restricted Share Plan (the "RSP")

Operation and eligibility

The Remuneration Committee will supervise the operation of the RSP. Any employee (including an executive director) of the Company and its subsidiaries will be eligible to participate in the RSP at the discretion of the remuneration committee of the board (the "Remuneration Committee").

The terms of awards granted under the RSP to the Company's executive directors shall necessarily align with applicable shareholder approved directors' remuneration policy.

The first award planned for grant is an award to the Company's new chief executive officer subject to the adoption of the Plan and approval of the new proposed Policy. That award is planned for grant at an exceptional grant level of 200% of annual base salary.

Grant of awards

The Remuneration Committee may grant awards to acquire ordinary shares in the Company ("Shares") as conditional share awards or as nil (or nominal) cost options. The Remuneration Committee may also decide to grant cash-based awards of an equivalent value to such share-based awards or to such satisfy share-based awards in cash, although it does not currently intend to do so.

The Remuneration Committee may normally grant awards within the period of six weeks following: (i) the date of adoption of the RSP; (ii) the Company's announcement of its results for any period; or (iii) the lifting of restrictions on dealing in Shares that prevented grant of awards under (i) or (ii). The Committee may also grant awards when there are exceptional circumstances which it considers justifies the granting of awards.

An award may not be granted more than 10 years after the date on which the RSP is approved by shareholders.

No payment is required for the grant of an award. Awards are not transferable, except on death. Awards are not pensionable.

Individual limit

An employee may not receive awards in relation to any financial year in respect of Shares having an aggregate market value in excess of 100% of their annual base salary in that financial year (or at the discretion of the Remuneration Committee, 200% of their annual base salary in that financial year in the case of exceptional circumstances).

Under the proposed Policy the maximum normal restricted share award grant level for executive directors of the Company would operate by reference to 100% of annual base salary.

Market value for such purposes shall be based on the market value of Shares on the dealing day immediately preceding the grant of an award (or such other basis (for example using an averaging period) as the Remuneration Committee determines appropriate).

Extent of vesting

The extent of vesting of awards may be subject to scaling back (or cancellation) on account of underpin conditions set by the Remuneration Committee.

The Remuneration Committee may vary the underpin conditions applying to existing awards if an event has occurred which causes the Remuneration Committee to determine that it would be appropriate to amend the underpin conditions, provided the Remuneration Committee considers the varied conditions are fair and reasonable and in the case of awards to executive directors of the Company not materially less difficult to satisfy than the original conditions would have been but for the event in question.

Underpin conditions (if any) are such condition (or conditions) as determined by the Committee as an award's underpin conditions on or before the grant of the award.

As further detailed in the proposed Policy the underpin conditions envisaged for the annual restricted share awards to executive directors provide for an expectation that full vesting typically applies unless the Committee considers that over the associated measurement period (ordinarily three financial years) there has been a lack of material progress towards strategic and financial objectives or it identifies material underperformance.

Vesting of awards

Awards shall ordinarily vest on such normal vesting date specified for the award or, if later, when the Remuneration Committee determines the extent to which any underpin conditions have been satisfied.

The normal vesting date in respect of awards to executive directors of the Company shall not ordinarily be earlier than the third anniversary of the grant of the award.

Where awards are granted in the form of options, once exercisable these will then remain exercisable up until the tenth anniversary of grant (or such shorter period specified by the Remuneration Committee at the time of grant) unless they lapse earlier. Shorter exercise periods shall apply in the case of "good leavers" and/or vesting of awards in connection with corporate events.

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Appendix 2 Summary of principal terms of the Braemar Plc Restricted Share Plan (the "RSP") continued

Leaving employment

As a general rule, an award will lapse upon a participant's termination of employment within the Group.

However, if a participant ceases to be an employee of the Group because of death, ill health, injury, disability, their employing company or the business for which they work being sold out of the Group or in other circumstances at the discretion of the Remuneration Committee, then their award will normally vest on the normal timetable.

The extent to which an award will vest in these situations will depend upon two factors: (i) the extent to which the award's underpin conditions have, in the opinion of the Remuneration Committee, been satisfied over the original measurement period, and (ii) pro rating of the award to reflect the period spent in service relative to the normal vesting period. The Remuneration Committee can decide to vary the pro-ration result (including as to no pro-ration) if it regards it as appropriate to do so in the circumstances.

Alternatively, in such "good leaver" circumstances specified above (including in the case of a discretionary good leaver), the Remuneration Committee can decide that the participant's award will vest when they leave, subject to: (i) the award's underpin conditions measured at that time; and (ii) ordinarily pro-rating as described above (including the Remuneration Committee's discretion as described above in respect of pro-ration).

The Remuneration Committee retains discretion to attached additional conditions to "good leaver's" awards.

Any post vesting holding periods applicable to awards will normally continue to apply to a good leaver's awards, although the Remuneration Committee may choose to relax this requirement at its discretion.

The right to exercise already vested but unexercised awards shall be retained for a short period except in the case of misconduct.

Corporate events

In the event of a takeover or winding up of the Company (not being an internal corporate reorganisation) all awards will vest early subject to: (i) the extent to which the awards' underpin conditions have been satisfied at that time; and (ii) pro-rating of the awards to reflect the period elapsed into the award's normal vesting period. The Remuneration Committee can decide to vary the pro-ration result (including as to no pro-ration) if it regards it as appropriate to do so in the circumstances.

In the event of an internal corporate reorganisation, awards will be replaced by equivalent new awards over shares in a new holding company unless the Committee determines otherwise.

In the event of a demerger, special dividend or event which, in the opinion of the Remuneration Committee, would affect the market price of the Shares to a material extent, the Remuneration Committee may decide that awards shall vest early or be adjusted on such basis as considered appropriate.

Holding periods

The terms of the awards may include that a participant will ordinarily be required to retain their net of tax number of vested Shares (if any) delivered under the RSP (or the full number of the vested Shares whilst held under an unexercised nil (or nominal) cost option award, where relevant) until ordinarily the second anniversary of the vesting of the award.

Such post vesting holding periods apply in the case of the annual restricted share awards to executive directors of the Company envisaged under the proposed Policy.

Dividend equivalents

The Remuneration Committee may decide that participants will receive a payment (in cash and/or Shares) on or shortly following the vesting/exercise of their awards of an amount equivalent to the dividends that would have been paid on the award's number of vested Shares between the time (or part of the time) when the awards were granted and the time when they vest (or where an award is structured as an option and subject to a holding period, the date of expiry of the holding period or if earlier the exercise of such award). This amount may assume the reinvestment of dividends.

Override

Notwithstanding any other provision of the RSP, and irrespective of whether any underpin condition or performance condition attached to an award has been satisfied, the Remuneration Committee retains discretion under the RSP to adjust the level of vesting that would otherwise result. Such discretion would only be used in exceptional circumstances and for example may include regard to corporate and personal performance.

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Appendix 2 Summary of principal terms of the Braemar Plc Restricted Share Plan (the "RSP") continued

Malus and clawback

The Remuneration Committee may apply the RSP's malus and clawback provisions in relation to an award if, at any point prior to the third anniversary of the date of vesting of a restricted share award one of more relevant events occur.

The relevant events which malus and clawback could apply are as follows:

(i) a material misstatement or re-statement of any financial results of the Company;
(ii) a material failure of risk management by the Company or a relevant business unit;
(iii) serious reputational or financial damage to the Company or a relevant business unit as a result of the participant's misconduct or failure of supervision;
(iv) discovery that any calculation or information used to in relation to the award was based on error, or inaccurate or misleading information;
(v) the discovery of facts which could have led to the participant's summary dismissal prior to the settlement of the award;
(vi) the Company suffering corporate failure which has resulted in the appointment of a liquidator or administrator; or
(vii) such other exceptional circumstances as the Committee considers relevant.

The malus and clawback may be satisfied by way of a reduction in the amount of any future bonus, existing award or future share awards and/or a requirement to make a cash payment and/or imposing additional conditions on awards.

Participants' rights

Awards will not confer any shareholder rights until the awards have vested or the options have been exercised, as relevant, and the participants have received their Shares.

Rights attaching to Shares

Any Shares allotted will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their allotment).

Variation of capital

In the event of any variation of the Company's share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Shares, the Remuneration Committee may make such adjustment as it considers appropriate to the number of Shares subject to an award and/or the exercise price payable (if any).

Overall dilution limit

The RSP may operate over new issue shares, treasury shares or shares purchased in the market.

The RSP has a dilution limit that looks at the number of new issue shares issued (and that may still be potentially issued) in respect of awards granted under the RSP and any other Company share plan in a ten year period looking back from the date of the calculation of the dilution percentage. The dilution percentage may not exceed 10% of the issued ordinary share capital of the Company.

Treasury shares will count as new issue shares for the purposes of such limit unless institutional investor guidelines cease to require them to count.

Amendments

The Remuneration Committee may, at any time, amend the RSP in any respect, provided that the prior approval of Shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of shares or the transfer of treasury shares (save for amendments pursuant to the aforementioned retained discretion for changes to reflect changes in investor guidelines), the basis for determining a participant's entitlement to, and the terms of, the shares or cash to be acquired and the adjustment of awards.

The requirement to obtain the prior approval of Shareholders will not, however, apply to any minor alteration made to benefit the administration of the RSP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Group. Shareholder approval will also not be required for any amendments to any underpin conditions applying to an award amended in line with its terms.

Overseas plans

The shareholder resolutions to approve the RSP will allow the Board to establish further plans for overseas territories, any such plan to be similar to the RSP, but modified to take account of local tax, exchange control or securities laws, provided that any shares made available under such further plans are treated as counting against the limits on individual and overall participation in the Plans.

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Braemar Plc