Games Workshop Group PLC — Proxy Solicitation & Information Statement 2026

Feb 10, 2026

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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 you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident of the United Kingdom or, if not, another appropriately authorised independent professional adviser.

If you have sold or otherwise transferred all of your ordinary shares in Games Workshop Group PLC (the "Company"), please send this document and your proxy form as soon as possible to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some (but not all) of your ordinary shares in the Company, please retain these documents and consult the stockbroker or other agent through whom the sale or transfer was effected.

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Games Workshop Group PLC

(Registered in England and Wales with company number 02670969)

Circular to Shareholders

and

Notice of General Meeting

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This document should be read as a whole. Your attention is drawn to the letter from the Chair of the Company set out on page 2 of this document, which contains the recommendation by the directors of the Company to shareholders to vote in favour of the resolutions to be proposed at the general meeting (the "General Meeting").

Notice of the General Meeting, which will take place at Willow Road, Lenton, Nottingham, NG7 2WS on 5 March 2026 at 10:00 am, is set out on page 6 of this document. A proxy form for the General Meeting has been circulated alongside this document and should be completed and returned as soon as possible. To be valid, it must reach the Company's registrar, Equiniti Limited, no later than 10:00 am on 3 March 2026.

Alternatively, you can register your proxy appointment and voting instructions by going to Equiniti's Shareview website and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. CREST members may appoint a proxy or proxies through the CREST electronic proxy appointment service. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform. Further details are contained in the Notice of General Meeting contained in this document.

Shareholders are strongly encouraged to submit a completed proxy form (or otherwise to register their proxy appointment and voting instructions) as soon as possible to ensure their vote is counted.

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LETTER FROM THE CHAIR

Games Workshop Group PLC ("Games Workshop" or the "Company")

(Registered in England and Wales with company number 02670969)

Directors (together, the "Board"):

Mark Lam (Non-Executive Chair)

Kevin Rountree (Chief Executive Officer)

Elizabeth Harrison (Group Finance Director)

Neil Tomlinson (Group Operations Director)

Max Bottrill (Group Product Director)

Randal Casson (Non-Executive Director)

Eric Maugein (Non-Executive Director)

Nilufer Kheraj (Non-Executive Director)

Registered office:

Willow Road

Lenton

Nottingham

Nottinghamshire

NG7 2WS

10 February 2026

Dear Shareholder,

Changes to articles of association and directors' fee arrangements

1. Introduction

This circular is to convene a general meeting (the "General Meeting") of the Company to be held at Willow Road, Lenton, Nottingham, NG7 2WS at 10:00 am on 5 March 2026 to consider the following two items of business.

• 1. The approval and ratification of prior payments of fees to directors in excess of the limit applying under the Company's articles of association (the "Articles") as well as approval for a prospective increase of such limit; and
• 1. The adoption of new articles of association for the Company.

This letter explains the background to these two proposals and why the Board believes that they are in the best interests of shareholders as a whole and, accordingly, why the Board unanimously believes that you should vote in favour of the two resolutions (the "Resolutions") to be proposed at the General Meeting. This circular also contains the formal notice of the General Meeting which sets out the text of the Resolutions.

2. The Resolutions

Resolution 1: Approval and ratification of prior payments of non-executive directors' fees in excess of the limit applying under the Articles and increasing the annual limit on directors' fees applying under the Articles

The Articles place a limit on the amount of fees that can be paid to directors in any year for their services as directors at £100,000 (in aggregate for all directors) or such other amount as the Company may

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determine and approve at a general meeting. This limit applies only to directors' fees, and amounts paid by way of salary or remuneration for employment or executive service are not subject to it.

It has become apparent that, regrettably, payments have been made to non-executive directors over the years in excess of the limit in the Articles and, accordingly, it is proposed that this error should be rectified and the position going forward regularised. Given that the Company's Annual General Meeting will not take place until September 2026, the Board concluded that a general meeting should be convened as soon as practicable so that the issue could be considered and addressed promptly.

In each financial year from and including the financial year ended 1 June 2014 up to and including the financial year ended 1 June 2025 and in the current financial year ending 31 May 2026, the aggregate amount of fees paid or payable to non-executive directors has exceeded the £100,000 limit applicable under the Articles, as detailed below. There has, therefore, in relation to each of those financial years, been a technical breach of the limit in the Articles.

Financial year	Aggregate non-executive directors' fees (amount paid in excess of limit in the Articles)
Financial year ended 1 June 2014*	£133,000 (£33,000)
Financial year ended 31 May 2015*	£247,000 (£147,000)
Financial year ended 29 May 2016	£385,000 (£285,000)
Financial year ended 28 May 2017	£414,000 (£314,000)
Financial year ended 3 June 2018	£284,000 (£184,000)
Financial year ended 2 June 2019	£301,000 (£201,000)
Financial year ended 31 May 2020	£312,000 (£212,000)
Financial year ended 30 May 2021	£333,000 (£233,000)
Financial year ended 29 May 2022	£313,000 (£213,000)
Financial year ended 28 May 2023	£291,000 (£191,000)
Financial year ended 2 June 2024	£358,000 (£258,000)
Financial year ended 1 June 2025	£412,000 (£312,000)
Financial year ended 31 May 2026**	£279,000 (£179,000)

^*Between 18 January 2013 and 1 January 2015, Tom Kirby had a dual role as Chair and Acting CEO. During this period, Tom Kirby's remuneration was by way of salary for his services as CEO and he did not separately receive any directors' fees.

While the payments above were made in excess of the applicable limit under the Articles, the level of directors' fees throughout the affected period has been within the terms of the applicable shareholderapproved remuneration policy and details of the level of actual fee payments to directors have been disclosed annually through the Company's remuneration reports on which shareholders have passed annual advisory votes.

To address the issue in relation to the limit under the Articles, Resolution 1 would, if approved by shareholders, increase the aggregate limit on the fees that may be paid to directors from £100,000 to

^**Fees paid or payable to non-executive directors as at 6 February 2026, being the latest practicable date prior to the publication of this document. No payments have been made since the irregularity came to light.

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£1,000,000. That revised limit has been set to allow the Company some headroom to accommodate future increases in the aggregate amount of directors' fees. All directors' fees will continue to be set and paid in accordance with, and be subject to, the remuneration policy as approved by shareholders from time to time.

Resolution 1 also formally ratifies and approves the making of, and decisions of current and former directors relating to, the payments of fees in excess of the limit under the Articles as set out in the table above.

In accordance with section 239 of the Companies Act 2006, the votes of any shareholders who were directors in office at the time when the decisions to approve payments to directors in excess of the limit in the Articles were approved, and of any shareholders having a relevant connection with any of them, in favour of Resolution 1 will be disregarded in determining whether Resolution 1 is passed.

Resolution 2: adoption of new articles of association of the Company

This resolution, which will be proposed as a special resolution, will, if passed, adopt new articles of association of the Company (the "New Articles") in order to reflect developments in market practice since the current Articles were adopted in 2009 and to modernise and clarify the language used. Due to the extent and nature of the changes, the Company is proposing the adoption of the New Articles rather than making amendments to the current Articles.

A summary of the provisions of the New Articles is included at Appendix 1 to this document, and the more material differences between the New Articles and the existing Articles are summarised in Appendix 2 to this document.

A copy of the New Articles will be available for inspection at: (i) the location of the General Meeting on the date of the General Meeting for at least 15 minutes prior to and during the General Meeting; (ii) on the Company's website at http://investor.games-workshop.com; and (iii) at the Company's registered office.

3. Action to be Taken

You can vote in respect of your shareholding by attending the meeting or by appointing one or more proxies to attend the meeting and vote on your behalf.

Proxies may be appointed by:

• completing and returning a proxy form;
• using the CREST electronic proxy appointment service (for CREST members only);
• by visiting www.shareview.co.uk. Shareholders can create an online portfolio using their Shareholder Reference Number (this is printed under their name on the proxy form). Alternatively, if a shareholder has already registered with Equiniti Limited's online portfolio service, Shareview, they should login using their username and password. Full instructions are given on the website; or

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• if you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by Equiniti Limited. For further information regarding Proxymity, please go to www.proxymity.io.

In any case, the notice of appointment of a proxy should reach the Company's registrar, Equiniti Limited, by no later than 10:00 am on 3 March 2026 (or, if the meeting is adjourned, no later than 48 hours before the meeting).

Please refer to the Notes to the Notice of Meeting and the proxy form circulated alongside this document for detailed instructions.

4. Attendance at General Meeting

If you wish to attend the General Meeting in person you are asked to register your intention to attend in advance by sending an email to investorrelations@gwplc.com as soon as possible, and no later than 48 hours prior to the General Meeting (excluding non-working days).

5. Recommendation

It is the opinion of the board of directors of the Company (the "Board") that the proposals to be considered at the General Meeting are in the best interests of the Company's shareholders as a whole. The directors therefore unanimously recommend that you vote in favour of the Resolutions, as they intend to do in respect of their own beneficial holdings (save in respect of those Resolutions in which they are interested or otherwise not entitled to vote).

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

Yours faithfully,

Mark Lam

Chair

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NOTICE OF GENERAL MEETING

Games Workshop Group PLC

(Registered in England and Wales with company number 02670969)

Notice is hereby given that a general meeting of Games Workshop Group PLC (the "Company") will be held at Willow Road, Lenton, Nottingham, NG7 2WS at 10:00 am on 5 March 2026 (the "General Meeting") for the following purpose:

Special business

As special business to consider and, if thought fit, to pass the following resolutions. Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will be proposed as a special resolution.

ORDINARY RESOLUTION

• 1. To:
• (a) approve, adopt and ratify (i) the decisions of the current and former directors of the Company to pay fees to directors in the amounts set out in the Company's annual reports in or for each of the financial years from and including the financial year ended 1 June 2014 up to and including the financial year ended 1 June 2025, as well as such fees as have been paid or are payable in or for the financial year ending 31 May 2026, and (ii) the payment of all such fees to directors, in each case notwithstanding that the amounts of such fees exceeded or may have exceeded the applicable limit set under article 101 of the Company's articles of association (the "Articles"); and
• (b) increase the limit on the aggregate sum that may be paid per annum as directors' fees under article 101 of the Articles from £100,000 to £1,000,000.

SPECIAL RESOLUTION

1. That, with effect from the end of the meeting, the articles of association produced to the meeting and, for the purposes of identification, signed by the Chair, be adopted as the articles of association of the Company in substitution for and to the exclusion of the Company's existing articles of association.

By Order of the Board R Matthews Company secretary

10 February 2026 Registered Office: Willow Road, Lenton Nottingham, NG7 2WS Registered in England and Wales under number 02670969

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Notes to the Notice of General Meeting

• 1. Only those members registered on the Company's register of members at 6.30 p.m. on 3 March 2026 or, if this meeting is adjourned, at 6.30 p.m. on the day two days (excluding any day that is not a working day) prior to the adjourned meeting, shall be entitled to attend and vote at the meeting.
• 1. A member of the Company is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the meeting.
• 1. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the chair of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the chair) and give your instructions directly to them.
• 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. Details of how to appoint more than one proxy are set out in the notes to the proxy form.
• 1. The notes to the proxy form explain how to direct your proxy to vote on each resolution or withhold their vote. 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 meeting.
• 1. To appoint a proxy using the proxy form, the form must be completed and signed and sent or delivered to the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, BN99 6DA so as to be received no later than 48 hours before the time fixed for holding the meeting. 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. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company.
• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 1. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. The cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. 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. In order to revoke a 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 Limited, at Aspect House, Spencer Road, Lancing, BN99 6DA. In the case of a member which is a company, the revocation notice must be executed under its common seal or

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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 duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, BN99 6DA no later than the commencement of the meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified above then, subject to the paragraph directly below, your proxy appointment will remain valid.

• 1. Appointment of a proxy does not preclude you from attending the meeting and voting in person.
• 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.
• 1. As at 6 February 2026 (being the latest practicable date prior to the publication of this notice), the Company's issued share capital comprised 33,043,643 ordinary shares of 5 pence each. The Company holds no shares 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 6 February 2026 is 33,043,643. The website referred to in note 16 will include information on the number of shares and voting rights.
• 1. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') you may have a right under an agreement between you and the member of the Company who has nominated you (a 'Relevant Member') to have information rights to be appointed or to have someone else appointed as a proxy for the meeting. If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights. Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
• 1. You may not use any electronic address provided either in this notice of general meeting or any related documents (including the proxy form), to communicate with the Company for any purposes other than those expressly stated.
• 1. Under section 319A of the Companies Act 2006 the Company must answer any question you ask relating to the business being dealt with at the meeting unless answering the question 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.
• 1. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, is available from http://investor.games-workshop.com.

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• 1. The following documents will be available for inspection for at least 15 minutes prior to the meeting and during the meeting: (a) copies of the service contracts of executive directors of the Company; (b) copies of the letters of appointment of the non-executive directors of the Company; (c) a copy of the New Articles.
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 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 Limited's ('EUI') 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 issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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. As an alternative to completing a hard copy proxy form, a shareholder can appoint a proxy or proxies electronically by visiting www.shareview.co.uk. Shareholders will need to create an online portfolio using their Shareholder Reference Number (this is printed under their name on the proxy form). Alternatively, if a shareholder has already registered with Equiniti Limited's online portfolio service, Shareview, they should login using their username and password. Full instructions are given on the website. To be valid, your proxy appointment(s) and instructions should reach Equiniti Limited no later than 48 hours before the time fixed to hold the meeting. Any electronic communication sent by a shareholder to the Company or the registrar that is found to contain a computer virus will not be accepted.
• 1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by Equiniti Limited. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later than 48 hours before the time fixed for holding the 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

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• associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
• 1. Voting on the Resolutions being put to the General Meeting will be taken on a poll. The directors believe a poll vote is more representative of shareholders' voting intentions because votes are counted according to the number of ordinary shares held and all votes tendered are taken into account.

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APPENDIX 1

SUMMARY OF THE PROVISIONS OF THE NEW ARTICLES

The following is a general summary of the provisions of the New Articles. A summary of the more material amendments that are proposed to be made in the New Articles, by comparison to the existing Articles, is set out in Appendix 2.

1. Unrestricted objects

The objects of the Company are unrestricted.

2. Limited Liability

The liability of the Company's members is limited to any unpaid amount on the shares in the Company held by them.

3. Change of Name

The articles allow the Company to change its name by resolution of the directors. This is in addition to the Company's statutory ability to change its name by special resolution under the Companies Act 2006.

4. Share Rights

Subject to applicable statutes (in this section "legislation") and existing shareholders' rights, the Company may issue shares with any rights or restrictions attached to them. These rights or restrictions can either be decided by an ordinary resolution passed by the shareholders or be decided by the directors as long as there is no conflict with any resolution passed by the shareholders. These rights and restrictions will apply as if they were set out in the articles. Redeemable shares may be issued, subject to existing shareholders' rights. The directors can decide on the terms and conditions and the manner of redemption of any redeemable share. These terms and conditions will apply as if they were set out in the articles. Subject to the legislation and existing shareholders' rights, the directors can decide how to deal with any shares in the Company.

5. Voting Rights

Shareholders will be entitled to vote at a general meeting or class meeting whether on a show of hands or a poll, as provided in the legislation. The Companies Act 2006 provides that:

(i) on a show of hands every member present in person has one vote and every proxy present who has been duly appointed by one or more members will have one vote, except that a proxy has one vote for and one vote against if the proxy has been duly appointed by more than one member and the proxy has been instructed by one or more members to vote for and by one or more other members to vote against. For this purpose the articles provide that, where a proxy is given discretion as to how to

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vote on a show of hands, this will be treated as an instruction by the relevant shareholder to vote in the way that the proxy decides to exercise that discretion; and

(ii) on a poll every member has one vote per share held by them and they may vote in person or by one or more proxies. Where the member appoints more than one proxy, the proxies appointed by the member taken together shall not have more extensive voting rights than the member could exercise in person.

This is subject to any rights or restrictions which are given to any shares or on which shares are held.

If more than one joint shareholder votes (including voting by proxy), the only vote which will count is the vote of the person whose name is listed before the other voters on the register for the share.

6. Restrictions

No shareholder is entitled to vote shares at any general meeting or class meeting if the shareholder has not paid all amounts relating to those shares which are due at the time of the meeting or if the shareholder has been served with a restriction notice (as defined in the articles) after failure to provide the Company with information concerning interests in those shares required to be provided under the legislation.

7. Dividends and Other Distributions

The shareholders may by ordinary resolution from time to time declare dividends not exceeding the amount recommended by the directors. Subject to the legislation, the directors may pay interim dividends, and also any fixed rate dividend, whenever the financial position of the Company, in the opinion of the directors, justifies any such payments. If the directors act in good faith, they are not liable for any loss that shareholders may suffer because a lawful dividend has been paid on other shares that rank equally with or behind their shares.

The directors may withhold all or any part of any dividend or other money payable in respect of the Company's shares from a person with a 0.25 per cent. or greater holding of the existing shares of a class (calculated excluding any shares held as treasury shares) if such a person has been served with a restriction notice (as defined in the articles) after failure to provide the Company with information concerning interests in those shares required to be provided under the legislation.

Unless the rights attached to any shares or the terms of any shares say otherwise, all dividends will be divided and paid in proportions based on the amounts paid up on the shares during any period for which the dividend is paid, and dividends may be declared or paid in any currency.

The directors may if authorised by an ordinary resolution of the shareholders offer ordinary shareholders (excluding any member holding shares as treasury shares) the right to choose

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to receive extra ordinary shares which are credited as fully paid instead of some or all of their cash dividend.

Any dividend unclaimed after a period of 6 years from the date when it was declared or became due for payment will be forfeited and go back to the Company unless the directors decide otherwise.

The directors may decide on the way dividends are paid, including deciding on different ways of payment for different shareholders. If the directors have decided on different ways of payment, they may also give shareholders the option of choosing in which of these ways they would like to receive payment or they can specify that a particular way of payment will be used unless shareholders choose otherwise. If shareholders fail to provide the necessary details to enable payment of the dividend to them or if payment cannot be made using the details provided by the shareholder, the dividend will be treated as unclaimed.

The Company may stop sending dividend payments through the post or cease using any other method of payment (including payment through CREST) if (i) for two consecutive dividends the payments sent through the post have been returned undelivered or remain uncashed during the period for which they are valid or the payments by any other method have failed, or (ii) for any one dividend, the payment sent through the post has been returned undelivered or remains uncashed during the period for which it is valid or the payment by any other method has failed and reasonable enquiries have failed to establish any new postal address or account of the registered shareholder. The Company will recommence sending dividend payments if requested in writing by the shareholder or the person entitled by law to the shares.

8. Variation of Rights

If the legislation allows this, rights attached to any class of shares may be changed in a way provided by those rights or if no such provision is made, if the change is approved either in writing by shareholders holding at least three-quarters in nominal value of the issued shares of that class (calculated excluding any shares held as treasury shares), or by a special resolution passed at a separate meeting of the holders of those shares (this is called a "class meeting"). At every such class meeting (except an adjourned meeting) the quorum is two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of the class (calculated excluding any shares held as treasury shares).

If new shares are created or issued which rank equally with, or subsequent to, any other shares, or if the Company purchases or redeems any of its own shares or returns capital on any class of shares of the Company, the rights of the other shares will not be regarded as changed or abrogated unless the terms of those shares expressly say otherwise.

9. Transfer of Shares

The shares are in registered form. Any shares in the Company may be held in uncertificated form and, unless the articles say otherwise, a shareholder may transfer some or all of their uncertificated shares through CREST. Provisions of the articles do not apply to any uncertificated shares to the extent that those provisions are inconsistent with the holding of

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shares in uncertificated form, with the transfer of shares through CREST, with any provision of the CREST legislation or with the Company doing anything through CREST.

Unless the articles say otherwise, a shareholder may transfer some or all of their certificated shares. The transfer must be either in the usual standard form or in any other form which the directors may approve. The share transfer form must be signed or made effective in some other way by or on behalf of the person making the transfer. In the case of a partlypaid share, it must also be signed or made effective in some other way by, or on behalf of, the person to whom the share is being transferred.

If a person is entitled to a share by law, the directors can require them to either register or transfer it. If the person entitled to a share fails to do this within 60 days, the Company can withhold dividends until they comply, without taking on any trustee obligations.

The person transferring the shares will continue to be treated as a shareholder until the name of the person to whom it is transferred is put on the register for that share.

The directors can refuse to register the transfer of any shares which are not fully paid. The directors may also refuse to register the transfer of any shares in the following circumstances.

Certificated shares

• (i) A share transfer form cannot be used to transfer more than one class of shares. Each class needs a separate form.
• (ii) Transfers may not be in favour of more than four joint holders.
• (iii) The share transfer form must be properly stamped or certified or otherwise shown to the directors to be exempt from stamp duty and must be accompanied by the relevant share certificate and such other evidence of the right to transfer as the directors may reasonably require.

Uncertificated shares

• (i) Registration of a transfer of uncertificated shares can be refused in the circumstances set out in the uncertificated securities rules (as defined in the articles).
• (ii) Transfers may not be in favour of more than four joint holders.

The directors may refuse to register a transfer of any certificated shares by a person with a 0.25 per cent. or greater holding of the existing capital (calculated excluding any shares held as treasury shares) if such a person has received a restriction notice (as defined in the articles) after failure to provide the Company with information concerning interests in those shares required to be provided under the legislation unless the directors are satisfied that they have been sold outright to an independent third party.

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10. Sub-division of Share Capital

Any resolution authorising the Company to sub-divide any of its shares can provide that, as between the holders of the divided shares, different rights (including deferred rights) and restrictions of a kind which the Company can apply to new shares can apply to different divided shares.

11. General Meetings

The articles rely on the Companies Act 2006 provisions dealing with the calling of general meetings. Under the Companies Act 2006 an annual general meeting must be called by notice of at least 21 days. The Company is a "traded company" for the purposes of the Companies Act 2006 and as such is required to give at least 21 days' notice of any other general meeting unless a special resolution reducing the period to not less than 14 days has been passed at the immediately preceding annual general meeting or at a general meeting held since that annual general meeting. Notice of a general meeting must be given in hard copy form, in electronic form, or by means of a website and must be sent to every member and every director. It must state the time and date and the place of the meeting and the general nature of the business to be dealt with at the meeting. As the Company is a traded company, the notice must also state the website address where information about the meeting can be found in advance of the meeting, the voting record time, the procedures for attending and voting at the meeting, details of any forms for appointing a proxy, procedures for voting in advance (if any are offered), and the right of members to ask questions at the meeting. In addition, a notice calling an annual general meeting must state that the meeting is an annual general meeting.

The directors have broad discretion to change the arrangements for a general meeting. If they consider it impracticable, undesirable, or otherwise appropriate, they may postpone, move, or modify the meeting, including altering or cancelling electronic facilities.

Each director can attend and speak at any general meeting of the Company. The chair of a meeting can also allow anyone to attend and speak where the chair considers that this will help the business of the meeting.

The directors can make whatever arrangements they think fit to allow those entitled to do so to attend and participate in any general meeting. This may include arrangements for participating in a general meeting by way of an electronic facility and satellite meeting, however general meetings are not authorised or allowed to be held exclusively on an electronic basis.

12. Directors

(A) Number of directors

The Company must have a minimum of two directors. The shareholders can change this restriction by passing an ordinary resolution.

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(B) Directors' shareholding qualification

The directors are not required to hold any shares in the Company.

(C) Appointment of directors

Directors may be appointed by the Company's shareholders by ordinary resolution or by the directors.

The directors or any committee authorised by the directors can appoint one or more directors to any executive position, on such terms and for such period as they think fit and they can also terminate or vary such an appointment at any time.

(D) Annual Retirement of directors

At every annual general meeting of the Company, all the directors at the date of the notice convening the annual general meeting shall retire from office and may offer themselves for reappointment by the shareholders.

(E) Removal of Directors by Special Resolution

The Company's shareholders can by special resolution remove any director before the expiration of the director's period of office.

(F) Vacation of office

Any director automatically stops being a director if:-

• (i) the director gives the Company a written notice of resignation and the resignation becomes effective;
• (ii) the director offers to resign, the directors decide to accept this offer and the resignation becomes effective;
• (iii) all of the other directors (who must comprise at least three people) pass a resolution or sign a written notice removing the director as a director;
• (iv) the director is or has been suffering from mental or physical ill health and the directors pass a resolution removing the director from office;
• (v) the director has missed directors' meetings (whether or not an alternate director appointed by the absent director attends) for a continuous period of six months without permission from the directors and the directors pass a resolution removing the director from office;
• (vi) a bankruptcy order is made against the director or the director makes any arrangement or composition with their creditors generally;

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• (vii) the director is prohibited from being a director under the legislation; or
• (viii) the director ceases to be a director under the legislation or is removed from office under the articles.

If a director stops being a director for any reason, they will also automatically cease to be a member of any committee or sub-committee of the directors.

(G) Alternate director

Any director can appoint any person (including another director) to act as an alternate director. The appointment requires the approval of the directors, unless previously approved by the directors or unless the appointee is another director.

(H) Directors' meetings

The directors can decide when and where to have meetings and how they will be conducted. They can also adjourn their meetings. If no other quorum is fixed by the directors, two directors are a quorum. A directors' meeting at which a quorum is present can exercise all the powers and discretions of the directors.

The directors can appoint any director as chair or as deputy chair and can remove him from that office at any time. Matters to be decided at a directors' meeting will be decided by a majority vote. If votes are equal, the chair of the meeting has a second, casting vote.

All or any of the directors can take part in a meeting of the directors by way of a conference telephone or any communication equipment which allows everybody to take part in the meeting by being able to hear each of the other people at the meeting and by being able to speak to all of them at the same time. A person taking part in this way will be treated as being present at the meeting and will be entitled to vote and be counted in the quorum.

The directors can delegate any of their powers or discretions (with the power to subdelegate) to committees of one or more persons as they think fit provided that there must be more directors on a committee than persons who are not directors. If a committee consists of more than one person, the articles which regulate directors' meetings and their procedure will also apply to committee meetings unless these are inconsistent with any regulations for the committee which have been laid down under the articles.

(I) Remuneration of directors

The total fees paid to all of the directors (excluding any payments made under any other provision of the articles) must not exceed £1,000,000 a year or any higher sum decided on by an ordinary resolution of the shareholders.

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The directors or any committee authorised by the directors will decide how much remuneration a director appointed to an executive office will receive (whether as salary, commission, profit share or any other form of remuneration) and whether this is in addition to or in place of the director's fees as a director.

The directors or any committee authorised by the directors can give special pay to any director who serves on any committee or who devotes special attention to the business of the company or who otherwise, in their view, performs any special or extra services for the Company.

The Company may pay the reasonable travel, hotel and incidental expenses of each director incurred in attending and returning from general meetings, meetings of the directors or committees of the directors or any other meetings which the director is entitled to attend as a director. The Company will pay all other expenses properly and reasonably incurred by each director in connection with the Company's business or in the performance of their duties as a director. The Company can also fund a director's or former director's expenditure and that of a director or former director of any holding company of the Company for the purposes permitted by the legislation and can do anything to enable a director or former director or a director or former director of any holding company of the Company to avoid incurring such expenditure all as provided in the legislation.

(J) Pensions and gratuities for directors

The directors or any committee authorised by the directors may decide whether to provide pensions or other benefits to any director or former director of the Company, or any relation or dependant of, or person connected to, such a person. However, if the directors want to provide a benefit to a director or former director who has not been employed by or held an office or executive position in the Company or any of its subsidiary undertakings or former subsidiary undertakings or any predecessor in business of the Company or any such other company, or to relations or dependants of, or persons connected to, these directors or former directors, the Company's shareholders must also pass an ordinary resolution to approve the payment.

(K) Directors' interests

The directors may, subject to the articles, authorise any matter which would otherwise involve a breach of that director's duty under the legislation to avoid conflicts of interest. Where the directors give authority in relation to a conflict of interest or where any of the situations described in (i) to (v) below applies in relation to a director, the directors may (a) require that the relevant director is excluded from the receipt of information, the participation in discussion and/or the making of decisions related to the conflict of interest or situation; (b) impose upon the relevant director such other terms for the purpose of dealing with the conflict of interest or situation as they think fit; and (c) provide that where the relevant director obtains (otherwise than through the director's position as a director of the Company) information that is confidential to a third party, the director will not be obliged to disclose that information to the Company, or to use or apply the information in

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relation to the Company's affairs, where to do so would amount to a breach of that confidence. The directors may revoke or vary such authority at any time.

If a director has disclosed the nature and extent of the relevant interest in accordance with the legislation, such director can do any one or more of the following:

• (i) have any kind of interest in a contract with or involving the Company or another company in which the Company has an interest;
• (ii) hold any other office or place of profit with the Company (except that of auditor) in conjunction with the director's office as a director for such period and upon such terms, including as to remuneration, as the directors may decide;
• (iii) alone, or through a firm with which the director is associated, do paid professional work for the Company or another company in which the Company has an interest (other than as auditor);
• (iv) be or become a director or other officer of, or employed by or a party to a transaction or arrangement with, or otherwise be interested in any holding company or subsidiary company of the Company or any other company in which the Company has an interest; and
• (v) be or become a director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of the director's appointment as a director of that other company.

Directors do not have to hand over to the Company or the shareholders any benefit they receive or profit they make as a result of a conflict of interest authorised by the directors or anything allowed under the above provisions nor is any contract which is allowed or authorised under these provisions liable to be avoided.

(L) Restrictions on voting

A director cannot vote or be counted in the quorum on a resolution relating to appointing that director to a position with the Company or a company in which the Company has an interest or the terms or termination of the appointment save to the extent permitted specifically in the articles.

Subject to certain exceptions set out in the articles, a director cannot vote on, or be counted in a quorum in relation to, any resolution of the directors on any contract in which the director has an interest and, if the director does vote, their vote will not be counted.

Subject to the legislation, the shareholders may by ordinary resolution suspend or relax to any extent the provisions relating to directors' interests or restrictions on

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voting or ratify any contract which has not been properly authorised in accordance with such provisions.

(M) Borrowing and other powers

The directors shall manage the Company's business and can use all the Company's powers except where the articles say that powers can only be used by the shareholders voting to do so at a general meeting. The directors are also subject to any regulations laid down by the shareholders by passing a special resolution at a general meeting. In particular, the directors may exercise all the Company's powers to borrow money, to guarantee, to indemnify, to mortgage or charge all or any of the Company's undertaking, property and assets (present and future) and uncalled capital, to issue debentures and other securities and to give security for any debt, liability or obligation of the Company or of any third party. The directors will limit the total borrowings of the Company and, so far as they are able, its subsidiary undertakings to ensure that no money is borrowed if the total amount of the group's borrowings (as defined in the articles) then exceeds, or would as a result of such borrowing exceed, 3 times the Company's adjusted capital and reserves (as defined in the articles). However, the shareholders may pass an ordinary resolution allowing borrowings to exceed such limit.

(N) Indemnity of directors

As far as the legislation allows this, the Company can indemnify any director or former director of the Company or of any associated company against any liability and can purchase and maintain insurance against any liability for any director or former director of the Company or of any associated company.

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APPENDIX 2

SUMMARY OF MATERIAL AMENDMENTS IN THE NEW ARTICLES

The following is a summary of the more material amendments that are proposed to be made in the New Articles, by comparison to the existing Articles. A number of other differences are of a minor technical or clarificatory nature, or are stylistic differences that are intended to modernise the language used in the articles of association.

A copy of the New Articles will be available for inspection at: (i) the location of the General Meeting on the date of the General Meeting for at least 15 minutes prior to and during the General Meeting; (ii) on the Company's website at http://investor.games-workshop.com; and (iii) at the Company's registered office.

• 1. Change of name (Article 4) a new provision permitting the Company to change its name by board resolution, in line with market practice.
• 1. General meetings (Articles 48 and 49) new provisions providing the Company with greater flexibility to facilitate electronic attendance and participation at general meetings. Article 49 clarifies that these provisions do not permit general meetings to be held on an exclusively electronic basis.
• 1. Changes to general meetings (Article 50) new provisions providing the Company with greater flexibility to postpone or change arrangements for general meetings. In particular, the Company is no longer required to give notice of adjournment in the same manner as in the case of the original meeting.
• 1. Security, health and safety and access arrangements and orderly conduct (Articles 53 and 55) – new provisions providing the Company with greater flexibility to put in place security, health and safety and access arrangements at general meetings and maintain orderly conduct during meetings.
• 1. Annual re-election of directors (Article 80) new provisions requiring all directors of the Company to retire annually at AGMs and offer themselves for re-election, in line with existing corporate governance practices.
• 1. Directors' fees (Articles 88 and 89) aggregate cap on directors fees, which was last amended in October 2009, increased from £100,000 to £1,000,000 in line with market practice and to ensure sufficient headroom. Directors are also authorised to award extra fees to any director who serves on any committee or who devotes special attention to the business of the Company, in line with market practice.
• 1. Borrowing powers (Article 94) the provisions related to the Company's borrowing powers have been updated. The Company's borrowings remain limited to three times the Company's adjusted capital and reserves, but various related definitions and assumptions have been updated and clarified in line with market practice.

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8.	Unclaimed dividends (Articles 116 to 118) – new provisions providing the Company with greater flexibility regarding payment mechanics for dividends and providing that unclaimed dividends will be forfeited and revert to the company after six years (rather than 12 as currently provided).