BSF ENTERPRISE PLC

Pre-Annual General Meeting Information • Feb 7, 2025

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in BSF Enterprise Plc, please forward this document, together with the accompanying documents, 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.

BSF ENTERPRISE PLC

(Registered in England & Wales with Company No. 11554014)

Directors Geoff Baker Dr Che Connon Dennis Ow Min Yang

Registered Office 2 Portman Street London W1H 6DU United Kingdom

Tel: +44 2032 834 590 7 February 2025 Website: www.bsfenterprise.com

Dear Shareholder,

Notice of Annual General Meeting

I am writing to inform you of an Annual General Meeting ("AGM") of BSF Enterprise Plc (the "Company"), which will be held at 10:00 a.m. on 5 March 2025 at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London E1W 1AA. Enclosed with this letter is the notice (the "Notice") convening the AGM.

As well as the usual business carried out at annual general meetings, the Company intends to propose at the AGM certain resolutions in connection with the securities to be issued by the Company pursuant to the exercise of any 2024 Placing Warrants (as defined below).

As described in the announcements of the Company dated 4 December 2024 and 27 December 2024, the Company raised £500,000 by way of placing ("2024 Placing") 20,000,000 ordinary shares ("Ordinary Shares") of £0.01 each in the capital of the Company at a price of 2.5 pence per share. As part of the 2024 Placing, placees have been granted one warrant for every share purchased ("2024 Placing Warrants") at a price of 5 pence per share, exercisable at any time up and until 27 December 2027. Ordinary Shares will be allotted and issued pursuant to exercise of any 2024 Placing Warrants conditional upon and subject to Resolution 7 and Resolution 8 set out in the Notice being approved by shareholders.

The purpose of this letter is to provide you with a brief summary and explanation of the resolutions proposed by the Company at the AGM to consider and, if thought fit, to pass the resolutions to, among other things, authorise the Company to allot and issue shares and disapply pre-emption rights in connection with the 2024 Placing Warrants.

Resolutions 1 to 7 (inclusive) are proposed as Ordinary Resolutions. This means that, in accordance with the requirements of the Companies Act 2006 (the "Act"), for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 8 and 9 (inclusive) are proposed as Special Resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

The Company proposes the following Ordinary Resolutions at the AGM:

Resolution 1 – Receipt of the annual report and accounts

The Act requires the directors of a public company to lay before the company in a general meeting the annual report and accounts of the company for each financial year. Resolution 1 is to receive the Company's financial statements and the report of the Board of Directors (the "Directors") and auditors for the year ended 30 September 2024. Shareholders will have a reasonable opportunity at the AGM to ask questions and comment on these reports and on the business of the Company.

Resolution 2 - Approval of the Annual Report on Remuneration

Resolution 2 is to approve the Director's Remuneration Report. The report on remuneration sets out payments made during the year ended 30 September 2024. The vote on the report on remuneration under Resolution 2 is advisory only, and any entitlement of a Director to remuneration is not conditional on this resolution being passed.

Resolution 3 - Approval of the Directors' Remuneration Policy

Resolution 3 is to approve the Directors' Remuneration Policy as is stated in the Director's Remuneration Report, and is subject to a binding shareholder vote.

Resolutions 4 and 5 - Re-appointment of Directors

Resolutions 4 and 5 are to approve the re-appointment of Che Connon and Dennis Ow as Directors of the Company respectively, each of whom retires in accordance with article 92 of the articles of association (the "Articles") of the Company.

Resolution 6 - Re-appointment of Auditor

Resolution 6 is to re-appoint PKF Littlejohn LLP as auditors of the Company to hold office from the conclusion of the AGM to the conclusion of the next annual general meeting at which accounts are laid before the Company at a remuneration level to be determined by the Directors.

Resolution 7 - Directors' authority to allot shares

The Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders. Resolution 7 proposes to authorise the Directors to allot and issue shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company up to an aggregate nominal amount of £447,299, such authority to expire at the next annual general meeting of the Company or fifteen (15) months after the passing of this resolution, whichever date is the earlier. This amount represents approximately 36% of the Company's issued ordinary share capital as at the date of this letter.

If passed, the resolution would:

• (a) give the Board authority to allot and issue securities free of pre-emption rights pursuant to exercise of any of the 2024 Placing Warrants; and
• (b) in addition to the 2024 Placing Warrants, provide the Directors with authority to issue securities equal to approximately 20 per cent. of the issued share capital of the Company to ensure there is sufficient flexibility to finalise transactional opportunities which present to the Directors in the immediate future.

(Explanatory Note: As at the date of this letter, the Company's issued ordinary share capital is 123,649,437 Ordinary Shares. 36 per cent of the Company's issued share capital is approximately 44,729,887 Ordinary Shares.)

The Company is also proposing the following Special Resolutions at the AGM:

Resolution 8 - Suspension of pre-emption rights

The Act requires that any equity securities issued for cash (other than pursuant to an employee share scheme) must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to disapply this requirement. It is proposed that this approval also be granted for the same period as the authority under Resolution 7. Apart from rights issues or any other pre-emptive offer concerning equity securities, the Company is seeking disapplication of pre-emption rights in connection with any equity securities to be allotted and issued up to a nominal amount of Ordinary Shares equal to £370,948. This amount represents approximately 30 per cent of the Company's issued ordinary share capital as at the date of this letter. Resolution 8 also seeks disapplication of pre-emptive rights on a rights issue or other pre-emptive offer so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders or entitlements to fractions.

(Explanatory Note: As at the date of this letter, the Company's issued ordinary share capital is 123,649,437 Ordinary Shares. 30 per cent of the Company's issued share capital is approximately 37,094,831 Ordinary Shares.)

Resolution 9 - Notice period for General Meetings other than Annual General Meetings

The Articles allow the Company to call general meetings other than an annual general meeting on 14 clear days' notice without obtaining shareholder approval. The notice period required under the Act for general meetings of the Company is 21 days. The Act allows shareholders to approve a shorter notice period, which cannot be less than 14 clear days. Therefore, in order to preserve its ability to call general meetings on 14 clear days' notice, Resolution 9 seeks such shareholder approval.

It is intended that the shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. If given, the approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

Action to be taken by shareholders

If you would like to come to the AGM to vote on the resolutions, to facilitate registration on the day, please notify the Company Secretary by writing to the registered office address confirming your attendance or by email to geoffbaker@asfgroupltd.com.

If you do not intend to be present at the AGM, please complete, sign and return the form of proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received not later than 10:00 a.m. on 3 March 2025, being 48 hours (not counting any part of a day that is not a working day) before the time appointed for the holding of the AGM.

If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Share Registrars Limited (ID 7RA36), so that it is received no later than 10:00 a.m. on 3 March 2025.

In order that the voting preferences of all shareholders may be taken into account, the Company will conduct a poll vote on all resolutions put to the AGM. Shareholders are requested to therefore submit their votes in respect of the business to be discussed, electronically or by post in advance, as set out in the Notice. Votes should be submitted via proxy as early as possible.

In the case of non-registered shareholders who receive these materials through their broker or other intermediary, the shareholder should complete and send a letter of direction in accordance with the instructions provided by their broker or other intermediary.

Recommendation

The board is of the opinion that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of the Resolutions to be proposed at the AGM. The Directors intend to vote in favour of the resolutions in respect of their entire beneficial holdings of Ordinary Shares which amount to 22,227,526 Ordinary Shares in aggregate, representing approximately 18.02 per cent. of the Company's issued ordinary share capital as at the date hereof.

Yours faithfully,

Geoff Baker Company Secretary

BSF ENTERPRISE PLC

(Incorporated in England & Wales with Company No. 11554014)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of BSF Enterprise Plc (the "Company") will be held at 10:00 a.m. on 5 March 2025 at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London E1W 1AA for the following purposes:

To consider and, if thought fit, pass Resolutions 1 to 7 which will be proposed as Ordinary Resolutions, and Resolutions 8 and 9 which will be proposed as Special Resolutions:

Ordinary Resolutions

• 1. To receive the Company's financial statements and the report of the board of directors ("Directors") and auditors for the year ended 30 September 2024.
• 1. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 30 September 2024.
• 1. To approve the Directors' Remuneration Policy, as set out in the Directors' Remuneration Report for the year ended 30 September 2024.
• 1. To re-appoint Che Connon as a Director of the Company.
• 1. To re-appoint Dennis Ow as a Director of the Company.
• 1. To re-appoint PKF Littlejohn LLP as auditors of the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which accounts are laid before the Company at a remuneration to be determined by the Directors.
• 1. That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company ("Relevant Securities") up to a maximum aggregate nominal amount of £447,299, calculated as follows:
  2. (a) £200,000 in respect of 20,000,000 new Ordinary Shares in the Company in connection with the 2024 Placing Warrants; and
  3. (b) £247,299 in respect of up to 24,729,887 new Ordinary Shares in the Company for such other general purposes as the Directors consider necessary or appropriate.

This authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing this resolution, save that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if the authority conferred had not expired. This resolution revokes and replaces all unexpected authorities previously granted to the Directors to allot shares or grant rights for or to convert any securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

Special Resolutions

1. That subject to, and conditional on, the passing of Resolution 7, the Directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560

of the Act) for cash pursuant to the authority given by Resolution 7 as if section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:

• (a) the allotment of equity securities in connection with a rights issue or any other offer to holders of ordinary shares in proportion (as nearly as practicable) to their respective holdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
• (b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £370,948.

This authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing this resolution, save that the Company may before such expiry date make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby has not expired.

1. That, subject to the Articles of the Company as in force from time to time, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

BY ORDER OF THE BOARD OF DIRECTORS

Geoff Baker

Company Secretary

7 February 2025

Notes:

Entitlement to attend and vote

1. The right to attend and vote at the meeting is determined by reference to the Company's register of members. Only a member entered in the register of members at 10:00 a.m. on 3 March 2025 (or, if this meeting is adjourned, in the register of members 48 hours prior to the adjourned meeting, excluding non-business days) is entitled to attend and vote at the meeting and a member may vote in respect of the number of ordinary shares registered in the member's name at that time. Changes to the entries in the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Proxies

• 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes set out in the proxy form.
• 1. 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. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the space provided in the proxy form. If you sign and return the proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be 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. 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 will need to complete a separate proxy form in relation to each appointment. Additional proxy forms may be obtained by contacting the Company's registrar at Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX; Tel 01252 821390. Calls are charged at the standard rate. If you are outside the United Kingdom, please call +44 1252 821390.
• 1. 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.
• 1. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
• 1. To be valid for the meeting, a form of proxy should be completed, signed and lodged (together with any power of authority or any other authority under which it is signed or a duly certified copy of such power of authority) with the Company's registrar:
  2. by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions;
  3. by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying this notice; or
  4. in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in notes 13-16 below.

In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 10:00 a.m. on 3 March 2025.

1. To direct your proxy how to vote on the resolutions mark the appropriate box on the proxy form with an "X". To abstain from voting on a resolution, mark the box "vote withheld". A "vote withheld" is not a vote in law which means that the vote will not be counted in the calculation of votes "for" and "against" the resolution. Marking "Discretionary", or failing to mark any box against a resolution, will mean your proxy can vote as he or she wishes or can decide not to vote at all.

2. 1. The Chairman of the meeting shall act as a proxy unless another proxy is desired, in which case, insert full name of your proxy in the space provided in the proxy form. A proxy will act in his/her discretion in relation to any business, other than that above, at the meeting (including any resolution to amend a resolution or to adjourn the meeting).
3. 1. In the case of a corporation, the proxy form must be executed under its common seal or signed on its behalf by an attorney or officer of the corporation.
4. 1. In the case of joint holders, the vote of the senior holder shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of members in respect of the joint holding.

Appointment of proxy using CREST electronic proxy appointment service

• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. 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.
• 1. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent, Share Registrars Limited (ID 7RA36), by 10:00 a.m. on 3 March 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International 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 that his 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.
• 1. 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.

Corporate representatives

1. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

Nominated persons

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

2. The statement of the rights of members in relation to the appointment of proxies as stated above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by members of the Company.

Issued Share Capital and Total Voting Rights

• 1. As at 6 February 2025, which is the latest practicable date prior to the publication of this notice, the Company's issued share capital comprised 123,649,437 Ordinary Shares of £0.01 each. Each Ordinary Share carries the right to one vote at a general meeting of the Company. The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company as at 6 February 2025 is 123,649,437. Of the Ordinary Shares in issue, 7,798,491 shares have been issued as restricted shares under the Company's Restricted Share Plan or under agreements containing equivalent terms, are subject to voting restrictions and cannot be voted at the meeting.
• 1. The Company's website will include information on the number of shares and voting rights.

Members' requests under Section 527 of the Companies Act 2006

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 a statement on a website 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 annual general meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the last annual general meeting. The Company may require the members 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 auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

Members' rights to ask questions

1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer needs be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Website

1. A copy of this notice and other information required by section 311A of the Companies Act 2006, can be found at www.bsfenterprise.com.

Voting results

1. The results of the voting at the Annual General Meeting will be announced through a regulatory information service and will appear on the Company's website (www.bsfenterprise.com) as soon as is practicable.

Communications with the Company

1. Except as provided above, members who have general queries about the Annual General Meeting should telephone Share Registrars Limited on 01252 821390. Calls are charged at the standard rate. If you are outside the United Kingdom, please call +44 1252 821390. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. and 5:00 p.m., Monday to Friday excluding public holidays in England and Wales. No other methods of communication will be accepted. You may not use any electronic address provided either in this notice of annual general meeting, or in any related documents (including the Form of Proxy), to communicate with the Company for any purposes other than those expressly stated.