Dowlais Group PLC — AGM Information 2025

May 21, 2025

DOWLAIS GROUP PLC (the "Company") (Company number: 14591224)

Resolutions passed at an Annual General Meeting ("AGM")

At the AGM of Dowlais Group pic, held on Wednesday 21 May 2025, the following resolutions were passed as special resolutions:

• 1. That, if resolution 14 is passed, the Directors be authorised to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority be limited:
  2. a) to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph b. of resolution 15 by way of a pre-emptive offer (including a rights issue or open offer)) to:
     • i) holders of ordinary shares in proportion (as nearly as practicable) to their existing holdings; and
     • ii) holders of other equity securities, as required by the rights attaching thereto, or as the Directors

otherwise consider necessary, and that, in both cases, the Directors may impose such limits, restrictions, exclusions or other arrangements as they may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. above) to any person or any persons up to an aggregate nominal amount of £1,344,524.11,

such authority in paragraphs a. and b. above to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 20 August 2026) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

• 1. That, if resolution 14 is passed, the Directors be authorised, in addition to any authority granted under resolution 15, to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by resolution 15, and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority be:
  2. a) limited to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount of £1,344,524.11;
  3. 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,

such authority in paragraphs a. and b. above shall continue until the conclusion of the next annual general meeting of the Company (or, if earlier, until the close of business on 20 August 2026) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

• 1. That the Company, pursuant to and in accordance with section 701 of the Act, be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares in the capital of the Company provided that:
  2. a) the maximum number of ordinary shares hereby authorised to be purchased is 134,452,411;
  3. b) the minimum price (exclusive of expenses) which may be paid for each such ordinary share is ¹ pence; and
  4. c) the maximum price (exclusive of expenses) which the Company may pay for each such ordinary share is the higher of:
     • i) 105% of the average of the middle market quotations of the Company's ordinary shares as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which such share is contracted to be purchased; and
     • ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out,

such authority to expire at the conclusion of the next annual general meeting (or, if earlier, the close of business on 20 August 2026), except in relation to a purchase of ordinary shares, the contract for which was concluded before such time and which will or may be executed wholly or partly after such time and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not expired.

1. To authorise the calling of general meetings of the Company, other than its annual general meeting, by notice of at least 14 clear days.

John Nicholson Company Secretary 21 May 2025