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Global Interconnection Group Proxy Solicitation & Information Statement 2026

Jan 22, 2026

6319_rns_2026-01-22_7f5f0fea-ac28-46d9-b495-264e4fd63b82.pdf

Proxy Solicitation & Information Statement

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS

GLOBAL INTERCONNECTION GROUP LIMITED ("GLOBAL INTERCONNECTION GROUP", "GIG" or the "Company")

CIRCULAR to SHAREHOLDERS

GLOBAL INTERCONNECTION GROUP Ordinary Shares1

ISIN Code GG00BMB5XZ39 Listed on Euronext Amsterdam: XAMS: CABLE

22nd January 2026

Annual General Meeting: Thursday 12th February 2026, 12pm GMT

The Advanced Cables plc unrated 2028 GreenBonds (ISIN: NL0015001FN9) and the ASC Energy plc unrated 2056 Index-Linked GreenBonds (ISIN: NL0015001FM1) are listed on the International Stock Exchange.

Disclaimer: All capitalised terms in this document have the meaning as included in Section 12.

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Disclaimer

This Circular has been issued by Global InterConnection Group Limited (the "Company") solely for the purpose of convening the Annual General Meeting of the Company and providing information to shareholders in connection with the resolutions to be proposed at that meeting. This Circular does not constitute, and should not be construed as, an offer to sell or issue, or the solicitation of an offer to purchase or subscribe for, any securities of the Company or any other entity, nor does it constitute investment advice or a recommendation with respect to any securities.

The distribution of this Circular may be restricted by law in certain jurisdictions. Persons into whose possession this Circular comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Circular contains forward-looking statements, including statements regarding the Company's proposed strategy, governance arrangements, potential transactions, future plans, objectives, expectations and intentions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions, many of which are beyond the control of the Company, and actual outcomes and results may differ materially from those expressed or implied by such statements. No assurance can be given that any proposed transaction, strategy or course of action described in this Circular will be completed or implemented, or that it will achieve its intended results. Shareholders are cautioned not to place undue reliance on any forward-looking statements.

The information contained in this Circular has not been independently verified and is subject to change without notice. To the fullest extent permitted by law, neither the Company nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for any loss howsoever arising from any use of this Circular or its contents or otherwise arising in connection with it.

Nothing in this Circular is intended to provide legal, tax, accounting or investment advice. Shareholders should consult their own professional advisers regarding the legal, tax, financial or other consequences of the matters described herein.

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1. Introduction and Purpose

This Circular has been issued by Global InterConnection Group Limited (the "Company") to convene the Company's annual general meeting (the "AGM") and to provide shareholders with information relating to the resolutions to be proposed at the AGM.

As set out in the Executive Chair's Statement and the interim financial statements for the period ended 30 June 2025, the Company has reached an important inflection point in the development of its strategy. The Board recommends that the next phase of the Company's development is best pursued through a revised strategic focus and governance structure.

Accordingly, this Circular sets out the background to the proposed strategic evolution of the Company and explains the governance actions that the Board considers necessary to implement that evolution. In particular, shareholders are being asked to vote on the reconstitution of the Board, which the current Board believes is necessary to ensure that the Company is appropriately governed and resourced to implement the proposed strategy.

This Circular should be read in conjunction with the Company's interim financial statements for the period ended 30 June 2025 and the accompanying trading update. Together, these documents are intended to provide shareholders with an understanding of the Company's current position, the rationale for the proposed changes, and the matters on which shareholder approval is being sought.

The AGM will be held in accordance with the Notice of AGM set out at the end of this Circular. Details of the resolutions to be proposed, together with instructions on how to vote, are also set out below.

2. Background strategic rationale

Over the past 18 months, the Board and management have explored a range of options to secure the capital required to advance the Company's large-scale infrastructure projects, including Atlantic SuperConnection and related data centre2 initiatives.3 These efforts have included engagement with public market investors, private infrastructure capital, strategic partners and lenders.4

Through this process, it has become clear that infrastructure development assets of this nature are better suited to private markets, where specialist investors are able to commit significant upfront capital and support longer development time horizons. By contrast, the public listed structure has increasingly constrained the Company's ability to raise development capital efficiently or to progress projects at the pace required.

At the same time, the Board recognises that the Company's listing itself remains a valuable asset. The Company was originally listed on Euronext Amsterdam as a special purpose acquisition company (SPAC)5 , and a number of shareholders continue to express a preference for the original financial services-focused mandate, rather than exposure to capital-intensive infrastructure development.

Accordingly, the Board previously approved a proposal to spin out certain of the Group's infrastructure development assets into a separately capitalised private vehicle, the Spin-Out. 6 That proposal did not proceed at the time, as the required external capital was not secured within the relevant timeframe.

Since then, the Board has continued to engage with potential counterparties and, prior to the end of 2025, announced that it had received a third party approach in relation to the Group's infrastructure assets.7 Further work and market testing with other major potential investors, following that approach, has clarified that the optimal path forward is a private infrastructure financing structure focused directly on the underlying assets, rather than

RNS: GIGA-42 signs Memorandum of Understanding with Norðurþing Municipality for AI-Optimised Hyperscale Data Centre at Bakki, Iceland; 27th August 2025

3 RNS, 17th December, 2024; 21st March 2025; 10th April 2025; 19th June 2025

4 RNS: SpinOut of Atlantic SuperConnection, 22nd April 2025

5 Megalanic Shareholder Circular Final, 20th April 2023

6 RNS: Spin-Out of ASC Energy from Global Interconnection Group, 10th April 2025

7 RNS: Funding and Potential Offer, 30th October 2025

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on the listed holding company as a whole. Investors have consistently stated that they will not finance the developments via a public company.

The revised proposal represents an evolution of the earlier Spin-Out concept. It now contemplates the progression of the energy infrastructure assets through a wholly private vehicle, with the Company retaining an economic interest through an earn-out mechanism linked to future value realisation. The principal terms of this revised arrangement, and the way in which shareholder interests would still be protected, are described later in this Circular (Section 6; Section 7).

In parallel, the Board is actively pursuing the sale of the Company's interests in the GIGA-42 data centre developments. 8 The objective of these processes is to separate the energy and data infrastructure development activities fully from the listed company, thereby creating a clean listed shell, capable of being returned to a financial services strategy consistent with the Company's original purpose.

This approach allows the energy infrastructure assets to be financed, governed and developed within a structure appropriate to their scale and capital requirements, while at the same time enabling the Company to preserve and re-focus the value inherent in its public listing. In this way, the proposed strategy seeks to unlock both the private asset value and the remaining value of the listed vehicle, rather than requiring shareholders to choose between them.

The Sections that follow explain the accounting context relevant to this proposal, the governance changes required to implement it, and the resolutions on which shareholder approval is being sought. A structure chart is included in Appendix VI.

3. Accounting treatment and economic substance

The interim financial statements for the period ended 30 June 2025 reflect the funds invested to date by the Group in the development of its infrastructure projects, including in the course of the period a new data centre JV and subsea data cable initiatives.

These expenditures have been incurred to secure a UK grid connection, establish the regulatory positions, undertake detailed technical studies including seabed surveys, and develop strategic relationships that underpin the value of the Group's projects, with Icelandic, UK, ASEAN and European TSOs and in the supply of scarce HVDC cable.

Under the accounting and audit policies currently applied, and reflecting the structure of key subsidiaries within the Group, including those incorporated in Switzerland where cost-based accounting is used, these investments are presented as liabilities, without the corresponding assets being recognised as capital investment on the balance sheet. This presentation reflects the application of prevailing Swiss accounting standards and audit policies, rather than a judgement on the underlying economic value of the development activity undertaken.

As a result, the balance sheet presentation does not capture the economic substance of the work completed to date. nor the strategic positions that have been established within the Group's infrastructure projects. The Company believes it is important that shareholders understand this distinction when assessing the Company's financial position; and the rationale for the proposed strategic and governance changes.

The Company has considered whether it would be appropriate and cost-effective to revisit the Group's accounting treatment at this stage. However, it has concluded that any such change would cause complex conflicts between audited Swiss accounts, and a different international accounting standard. The current interim accounts have therefore been prepared on a consistent basis with prior periods.

Looking forward, and subject to the successful implementation of the proposed strategy and governance changes described in this Circular, the new Board intends to review the Group's accounting policies to determine whether an investment accounting approach would more appropriately reflect the nature of the Company's interests going

8 RNS: GIGA-42 signs Memorandum of Understanding with Norðurþing Municipality for AI-Optimised Hyperscale Data Centre at Bakki, Iceland; 27th August 2025

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forward. Any such review would be subject to audit, regulatory requirements and full disclosure to shareholders, and does not require shareholder approval.

4. Governance changes and board reconstitution

As described in Sections 2 and 3 of this Circular, the board of the Company is recommending to shareholders that it pursue a revised strategic focus that involves the separation of infrastructure development activities into private structures; and the repositioning of the listed company with a renewed mandate.

The Company believes that the successful implementation of this strategy requires a governance structure aligned with the Company's future activities, capital requirements and regulatory obligations. The Company's existing Board was constituted to oversee a different phase of the Company's development, including its operation as a publicly listed infrastructure development platform. The governance, oversight and time commitments required to implement the proposed strategy differ materially from those associated with the Company's prior activities. In particular, the proposed strategy requires a Board with experience relevant to a repositioned listed vehicle, alongside appropriate oversight of transitional arrangements and stakeholder interests. Accordingly, the Company proposes to reconstitute the Board at the AGM. The proposed changes are intended to ensure that the Company is governed by directors whose skills, availability and experience are aligned with the next phase of the Company's development.

Shareholders are therefore being asked to vote on resolutions to accept the resignation of certain existing directors and to appoint new directors to the Board. Details of the proposed director appointments, including biographical information and relevant experience, are set out later in this Circular (Section 11). The Company emphasises that the proposed changes are not a reflection on the significant contribution to the Company of the existing directors. Rather, they are intended to facilitate an orderly transition of responsibilities consistent with the Company's proposed strategic evolution.

Subject to shareholder approval, it is intended that the existing directors, including the current Chief Executive Officer, will step down from the Board of the listed company and continue their involvement through the private infrastructure development vehicle. This reflects the basis on which those directors were originally appointed and enables them to focus on delivering the Group's underlying infrastructure projects currently underway, in line with their expertise and original mandates.

At the same time, it is proposed that the current Executive Chair will transition into the role of Group Chief Executive Officer of the listed company. This change reflects his deep experience in financial services and is intended to ensure that the listed company is led by an executive with the appropriate skills and focus to oversee its repositioning, governance obligations and future mandate.

If approved, the reconstituted Board will be responsible for implementing the strategy described in this Circular, overseeing the proposed transactions and processes, and ensuring that the Company continues to meet its obligations to shareholders, regulators and other stakeholders.

The Company continues to be fundamentally dependent on continued shareholder funding to finance its operations, ahead of the disposals targeted under the resolutions set out in this Circular. As is typical for an infrastructure development business at this stage, the Company does not yet generate operating cashflows and relies on external funding to progress its activities.

The Company is currently in discussions with one of its larger shareholders regarding the provision of near-term financing, following on from the Right of First Refusal (ROFR) subscription completed on 30th October 25, 9 to continue its support of the current expenditure of the business in the first quarter of the year. There can be no certainty at this stage that such financing will be agreed or completed.

The Company remains open to engaging with all shareholders regarding potential investment during this period, pending the outcome of the resolutions proposed at the forthcoming Annual General Meeting.

  1. Overview of the Future Strategy of the Listed Company

9 RNS: Funding and Potential Offer, 30th October 2025

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Following completion of the proposed transactions described in this Circular, the Company intends to reposition the listed vehicle to pursue opportunities consistent with its original purpose as a publicly listed platform focused on financial services and related transactions.

"DCAC is a special purpose acquisition company incorporated on 29 April 2021. DCAC was created for the purpose of completing a merger, amalgamation, share exchange, asset and/or liability acquisition, share purchase, reorganisation or similar business combination with a target business or entity."10

The proposed divestment of its infrastructure development activities into private structures is intended to allow the listed company to operate without the capital intensity, development risk and long-dated funding requirements associated with large-scale infrastructure projects. This, in turn, is expected to provide a more appropriate foundation for a listed entity operating within financial and transactional markets.

Under the proposed strategy, the Company would seek to leverage its listed status, governance framework and public markets experience to evaluate and pursue accretive transactions within the financial services space and adjacent sectors. These may include, but are not limited to, acquisitions, strategic investments or other corporate transactions consistent with the Company's constitutional documents and applicable regulatory requirements.

The precise nature, timing and scale of any such activities will be determined by the reconstituted Board following the AGM and will be subject to prevailing market conditions, counterparty negotiations, legal and regulatory considerations and shareholder protections. No assurance can be given that any particular transaction or strategy will be implemented.

This Section is intended to provide shareholders with an overview of the strategic direction of the listed company following the proposed transactions. Further details will be communicated to shareholders as appropriate and in accordance with the Company's disclosure obligations.

Following the AGM, the reconstituted Board will be responsible for determining the future strategic direction of the Company and for ensuring that shareholders are kept appropriately informed in accordance with applicable law, regulation and listing rules. Any future transaction, capital raising, or securities issuance would be subject to the preparation of such disclosure, documentation and, where required, shareholder approvals as may be necessary at that time.

  1. Proposed Swiss ASC Spin-Out: Structure and key terms

Strategic Rationale and Capital Requirements

As previously disclosed, the delivery of the Group's energy and data infrastructure projects has always been expected to require the commitment of significant new capital, very substantially beyond that available within the listed company. The scale, duration and risk profile of these projects are such that they are more appropriately financed through private capital structures designed to support long-term development and construction activity, while enabling the listed company to separate itself from capital-intensive infrastructure development and to pursue a mandate aligned with its original purpose (See above 'Section 5).

The proposed Spin-Out of Swiss ASC11 is intended to provide a structure through which such capital can be committed. Similarly, we are advised that the large-scale capital requirements of data centre developments can only be met from private capital provision.

Nature of the Proposal, Related-Party Considerations and Solvency Context

The proposal under consideration involves a transaction with parties that are related to the Company for the purposes of applicable rules and regulations, reflecting the existing involvement of management and directors in the underlying infrastructure activities. The proposed terms have been re-negotiated on an arm's-length basis, informed by extensive market feedback on the specific risk profile, management resource requirements, funding requirements and liabilities associated with the assets concerned.

As previously disclosed, the Company has incurred material liabilities in connection with the development of its infrastructure projects. The Company does not currently have sufficient cash resources to settle these obligations

10 Megalanic Shareholder Circular Final, p.25, 20th April 2023

11 See Appendix VI for Structure Chart

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in full without securing new investment. This position is consistent with the Company's status as a developmentstage infrastructure business, which is required to secure shareholder and third-party funding to progress projects through development prior to the commencement of operations.

The proposed Spin-Out and associated transactions are intended to provide a pathway through which appropriate investment can be introduced and the Company's cash-flow position addressed in a manner consistent with the requirements of large-scale infrastructure development.12 If the proposed transaction does not proceed, and if alternative funding or restructuring solutions cannot be secured within an appropriate timeframe, the Company would be unable to meet its obligations as they fall due, and there can be no assurance that the Company would be able to continue as a going concern.

Shareholders should therefore consider the resolutions set out in this Circular in the context of the Company's development-stage status, its lack of operating cash flows, and its dependence on securing external funding to progress its activities.

Earn-out Structure and Economic Participation

Under the proposed terms, the Company's economic participation in the Spin-Out would be structured as an earn-out equal to 20% of the difference between:

  • the aggregate of transferred liabilities plus surplus cash required for operations; and
  • the conversion value of the Company's 2028 convertible loan notes (the "CLNs"), £430 million13, and which, in the absence of the proposed transaction and the successful delivery of the underlying projects, would have diluted the interests of existing shareholders in the ordinary course on conversion.

The earn-out determination proposed would be time-limited by reference to the maturity of the CLNs, being 30th September 202814, and payable upon defined value-realisation events, as set out in the definitive documentation, with appropriate provision for 'true-up' evaluation of proceeds due. This structure is intended to provide shareholders with participation in potential upside, while removing funding obligations and material liabilities from the listed company.

Governance and Management Arrangements

The existing management team is employed by GIG Management Limited, a UK company that provides management services to the Group's infrastructure projects. Following completion of the proposed transaction:

  • directors Richard Pinnock and Ann Dunkin will step down from the Board of the listed company and transition to the board of GIG Management Limited;
  • this structure reflects Swiss regulatory requirements in relation to board composition and residency at the Swiss operating company level; and
  • GIG Management Limited is expected to continue to provide management services, including the Chief Executive Officer and Chief Technical Officer, to the underlying infrastructure projects.

The listed company will not retain governance or control rights in Swiss ASC, nor, if sold, the management company following completion.

Funding Status, Conditions and Appendix Reference

Completion of any proposed Spin-Out transaction will be subject to applicable customary, regulatory and legal conditions, including shareholder approval of the resolutions set out in this Circular and the execution of definitive documentation.

The Company notes that the absence of committed funding was a key factor in the prior transaction not proceeding. It was further delayed by the serious illness of the Executive Chairman in the summer of 2025.15 In the context of the current proposal, discussions with counterparties are being progressed with a view to ensuring that any transaction is supported by appropriate funding and governance arrangements.

12 RNS: Approach for the Company – Update, 13th March 2025

13 The Company

14 TISE

15 RNS: Global Interconnection Group announces Right of First Refusal Extension, 1st September 2025

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An indicative summary of the proposed transaction structure and economic terms is set out in Appendix I to this Circular. Any transaction will only proceed once the Company is satisfied as to funding certainty and the satisfaction of applicable customary, regulatory and legal conditions.

There can be no assurance that the proposed transaction will complete on the terms described, or at all.

Openness to Alternative Proposals

The Company remains open to and is actively considering alternative proposals in respect of the Spin-Out and/or funding of Swiss ASC and related assets, (and for completeness also for the disposal and/or funding of the GIGA-42 data centres), with the objective of securing the best available outcomes for shareholders. The resolutions proposed at the AGM for the Swiss ASC Spin-Out are therefore intended to provide the Company with authority to proceed with a transaction in principle, rather than to approve a specific counterparty.

The Board believes that securing shareholder approval at this stage is necessary to allow the Company, given the substantive nature of the disposal coupled with the plans to sell the data centre development interests, to progress discussions efficiently and to manage its obligations and strategic options in an orderly manner.16

7. Shareholder Engagement with Proposed Swiss ASC Spin-Out

As described in this Circular, the Company is proposing to pursue the progression of its infrastructure development assets through private structures, including the proposed Spin-Out of Swiss ASC. The Board recognises that a number of shareholders may wish to remain informed about, or engaged with, the development of those assets following any such transaction.

Accordingly, subject to shareholder approval of the resolutions set out in this Circular, the Company intends to provide shareholders with the opportunity to register their interest in receiving further information in relation to the proposed Swiss ASC Spin-Out and, where appropriate, to engage in discussions regarding potential private investment opportunities.

Any such registration of interest will be entirely voluntary. Shareholders who do not elect to register will not be contacted in relation to the proposed Spin-Out, and no shareholder is under any obligation to engage further or to make any investment.

Registration of interest does not constitute an offer to invest, an invitation to subscribe for securities, or a solicitation of investment of any kind. Any future investment opportunity would be subject to applicable legal, regulatory and listing requirements, eligibility criteria, and the provision of appropriate documentation. There can be no assurance that any shareholder who registers an interest will be offered, or will be able to participate in, any such opportunity.

Shareholders wishing to register their interest should complete the form set out at Appendix II to this Circular and return it in accordance with the instructions provided. The registration process will only be implemented if the resolutions proposed at the AGM are approved.

8. Management recognition by the Spin-Out

The Company acknowledges the contribution made by the existing management team in navigating a complex and challenging period, including the market testing and evaluation of strategic alternatives, engagement with a wide range of counterparties, and the work undertaken to position the Group's infrastructure management and assets for progression through appropriate private structures.

Subject to the successful implementation of the proposed strategy and governance changes described in this Circular, it is intended by Swiss ASC that this contribution will be recognised in a manner that reflects work undertaken to date. Swiss ASC have informed the Company that any such recognition is intended to include acknowledgement of past service and effort during a transitional period.

16 RNS, 17th December, 2024; 21st March 2025; 10th April 2025; 19th June 2025

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Arrangements relating to the delivery of future value, including performance-based incentives connected with the execution of infrastructure projects, are addressed separately through existing management incentive arrangements within the relevant private vehicles.

No resolution is being sought from shareholders at the AGM in respect of future potential management incentives or remuneration.

9. Conflicts Disclosure

Details of conflicts declared may be obtained upon request from the registered office of the Company.

Shareholders should also be aware of the following potential conflicts of interest:

  • None of the directors (Section 11) are required to commit their full time to the Company's affairs and, accordingly, may have conflicts of interest in allocating their time among various business activities.
  • In the course of their other business activities, the directors may become aware of investment and business opportunities that may be appropriate for presentation to the Company as well as the other entities with which they are affiliated. The directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
  • The directors have negotiated employment and/or consulting agreements with the Company. These agreements provide for them to receive compensation and as a result, cause them to have conflicts of interest in determining whether to proceed with a particular investor.
  • The directors may have a conflict of interest with respect to evaluating a particular transaction if the retention or resignation of any such directors was included by a target company or business as a condition to any agreement with respect to a transaction.

Please see Appendix V for Full Conflicts of interest disclosure.

10. Resolutions and action to be taken

Overview of the Resolutions

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Shareholders are being asked to consider and vote on a number of resolutions at the Annual General Meeting. The resolutions are intended to provide the Company with the authority required to implement the proposed strategic evolution described in this Circular and to address the Company's current financial position in an orderly manner.

In particular, the resolutions relate to the reconstitution of the Board and the authorisation of actions necessary to enable the Company to pursue investment and transaction solutions consistent with the proposed strategy.

The resolutions are interrelated and should be considered together.

Ordinary Resolutions – Board Reconstitution

The following ordinary resolutions will be proposed at the AGM:

1. Re-election and Appointment of Directors

Noting the expected resignation of Amelia Henning, Richard Pinnock, Ann Dunkin and Roger Le Tissier, being the majority of the existing directors of the Company from office, to re-elect Edmund Truell as a director of the Company and to appoint the proposed new directors to the Board (Section 11) with effect from the conclusion of the AGM.

Details of the proposed director appointments, including biographical information and relevant experience, are set out elsewhere in this Circular (Section 11). The Board believes that the proposed reconstitution is necessary to ensure that the Company is governed by directors whose skills, experience and availability are aligned with the Company's proposed future activities and mandate.

Ordinary Resolution – Authority to Progress the Proposed Strategy

An ordinary resolution will be proposed to authorise the Board to take such actions as it considers necessary or desirable to implement the proposed strategic evolution of the Company, including the repositioning of the listed company toward a financial-services focused mandate consistent with its original purpose, including:

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  • progressing the proposed Spin-Out of Swiss ASC on substantially the offered terms or better; and related transactions in principle;
  • pursuing the sale or transfer of interests in infrastructure development assets and associated management entities; and
  • entering into discussions, negotiations and definitive documentation with one or more counterparties on terms consistent with the framework described in this Circular.

This resolution does not approve a specific transaction or counterparty. Rather, it provides the incoming Board with authority to proceed in principle and to manage the Company's strategic and financial options in an orderly manner, subject to applicable law, regulation, listing rules and disclosure requirements.

Conditionality and Shareholder Protections

If the resolutions proposed at the AGM are not approved, the Board will be unable to progress the strategy described in this Circular in the manner contemplated.

As described elsewhere in this Circular, the Company does not currently generate operating cash flows and is dependent on securing external funding to meet its obligations as they fall due (Section 6). Shareholders should consider the resolutions in light of the Company's current financial position and the alternatives realistically available to it. Approval of the resolutions does not guarantee that any transaction will be completed. Any proposed transaction will remain subject to definitive documentation, funding certainty and applicable regulatory and legal requirements and appropriate approvals.

Action to be Taken by Shareholders

Shareholders are requested to complete and return the accompanying Form of Proxy in accordance with the instructions printed on it so as to arrive as soon as possible and in any event no later than the time specified in the Notice of AGM.

Whether or not shareholders intend to attend the AGM in person, they are encouraged to submit a proxy vote to ensure that their vote is counted.

11. Proposed New Board Composition and Director Information

Director and Interim Chairman: Liam Peek

Liam was previously Head of Financial Institutions Life Insurance and Pensions for National Westminster Bank PLC and prior to that Head of Financial Institutions Corporate Finance.

He left NatWest in 2023 after a 41-year career. In addition to the above positions, he held a number of senior roles across a variety of banking disciplines, including credit committee and capital allocation committee membership.

Liam sits on a number of boards including Disruptive Capital GP Limited. He also provides advice to other Truellassociated companies such as Global Interconnection Group. In both his current and former roles Liam provides strategic advice around acquisitions, capital and debt raising.

Chief Executive Officer: Edmund Truell

Edmund Truell is Executive Chairman and Founder of Global Interconnection Group. Since inception he, his family funds and the Truell Conservation Foundation, a UK charity, have been investors in Global Interconnection Group and its predecessors, including Atlantic SuperConnection LLP.

His investment track record has a lifetime average net realised IRR of 33%17 across over £11 billion of realised private equity investments across the past 32 years of his private equity career, in either chief executive officer or investment committee chairman roles.

In 1998, he led the management buyout of Hambro European Ventures, which he co-founded in 1987 and ran from 1993, to form Duke Street Capital, a top ten European private equity firm, which generated an aggregate net

17 As reviewed by Gottschalg Analytics, trading as PERACS. December 2025

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31% realised IRR from its inception until its sale in 2007. Whilst leading Duke Street Capital, in 2001 he created Duchess, the first collateralised debt obligation fund in Europe, to raise €1 billion, and built it up to be a market leader in leveraged loan private credit management.

In 2007, he co-founded with his late brother, Daniel Truell, the Pension Insurance Corporation, one of the UK's largest ever start-ups. As its group chief executive officer until 2012, he developed the Pension Insurance Corporation into a market leader in the UK bulk annuity market, which now has some £50 billion in assets and over 300,000 insured pension members. As Executive Chairman of the London Pension Fund Authority, a position he held from 2012 to 2015, he led the first ever public sector pension merger, with Lancashire and Berkshire and transformed UK public sector funds, as an architect of the £260 billion SuperPools consolidation. He also restructured the entire management team and transformed the asset and liability management of the London Pension Fund Authority, notably investing in infrastructure funds as projects, including the co-founding of GLIL, now a significant investor in renewable power, while the LPFA funding ratio improved from 53% in 2012 to over 100% of liabilities in 2019. In 2018, he co-founded the Pension SuperFund, aiming to consolidate UK private sector pension funds across this £2.1 trillion sector.

He is the UK representative on the OECD Long Term Investments and Pensions forum.

Non-Executive Director: Ashley Northgrave

Ashley Northgrave is a resident of Guernsey and has more than 24 years of financial services experience, he was previously Head of Bespoke Investment management for Royal Bank of Canada (CI) Limited, a board member of RBC Investment Management Guernsey Limited and of RBC Offshore Fund Managers Limited. In addition, he was a member of the global investment committee for Butterfield Bank, where he was the Global Head of Technology investment sector.

He currently sits on a variety of regulated funds and private company boards ranging from oil trading, real estate, private equity, fintech startups, gaming, EM specialised debt, equity, and fixed income investing; and provides consulting services to a variety of regulated businesses in multiple jurisdictions.

12. Definitions and Interpretations

Definitions:

In this Circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"

the annual general meeting of the Company to be held on the date and at the time and place specified in the Notice of AGM set out in Appendix III to this Circular.

"Board" or "Directors"

the board of directors of the Company from time to time.

"Executive Chair" or "Executive Chairman"

the chair of the Board.

"CLNs"

the Company's 2028 convertible loan notes, further details of which are set out in this Circular.

"Circular"

this circular issued by the Company to its shareholders in connection with the AGM, including its appendices.

"Company", "GIG" or "Global Interconnection Group"

Global Interconnection Group Limited.

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"Convertible Loan Notes"

the convertible loan notes due 2028 issued by the Company, as more fully described in this Circular.

"Euronext Amsterdam"

Euronext Amsterdam N.V.

"Earn-out"

the contingent economic interest to be retained by the Company in connection with the proposed Swiss ASC Spin-Out, as described in this Circular.

"Form of Proxy"

the form of proxy accompanying this Circular, to be used by shareholders in connection with voting at the AGM.

"Group"

the Company and its subsidiaries from time to time.

"GIG Management Limited"

GIG Management Limited, a company incorporated in England and Wales which provides management services to the Group's infrastructure projects.

"Infrastructure Assets"

the Group's infrastructure development assets, including subsea cable, data centre and related development projects.

"Interim Financial Statements"

the interim financial statements of the Company for the period ended 30 June 2025.

"Listing"

the admission of the Company's Ordinary Shares to trading on Euronext Amsterdam.

"Notice of AGM"

the notice convening the AGM, set out in Appendix III to this Circular.

"Ordinary Shares"

the ordinary shares of the Company.

"Proposed Strategy"

the revised strategic focus of the Company described in this Circular, including the separation of infrastructure development activities into private structures and the repositioning of the listed company.

"Proposed Swiss ASC Spin-Out" or "Spin-Out"

the proposed transfer of Swiss ASC and related infrastructure assets into a privately capitalised structure, as described in this Circular.

"Resolutions"

the shareholder resolutions to be proposed at the AGM, details of which are set out in the Notice of AGM.

"Swiss ASC"

the Swiss-incorporated entity holding certain of the Group's infrastructure development assets.

Interpretation:

In this Circular, unless the context otherwise requires:

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  • (a) references to statutes, statutory provisions or regulations include those statutes, provisions or regulations as amended, extended or re-enacted from time to time and include any subordinate legislation made under them;
  • (b) references to Sections or Appendices are to sections or appendices of this Circular unless otherwise stated;
  • (c) words importing the singular include the plural and vice versa;
  • (d) words importing any gender include all genders;
  • (e) references to persons include individuals, companies, partnerships, bodies corporate, associations, governments, states or agencies of state;
  • (f) references to "including" or "include" shall be construed without limitation; and
  • (g) headings are included for convenience only and shall not affect the interpretation of this Circular.

{13}------------------------------------------------

Appendix I – Indicative Summary of Proposed Swiss ASC Spin-Out Terms

1. Parties

  • Seller: Global InterConnection Group Limited ("GIGL")
  • Purchasers: Truell Conservation Foundation and Truell Intergenerational Family Limited Partnership Incorporated or their nominated vehicles (together, the "Purchasers")

2. Transaction Structure

The proposed transaction contemplates the sale by GIGL of 100% of the issued share capital of:

  • GIG SA, and
  • GIG Management Limited18

(the "Transaction").

Following completion of the Transaction, the Purchasers will acquire full beneficial and legal ownership and control of the transferred entities and their respective subsidiaries.

3. Assets and Entities Transferred

The Transaction would include:

  • GIG SA and its subsidiaries, including Advanced Cables Plc and ASC Energy Plc; and
  • GIG Management Limited, which provides management services to the infrastructure development activities.

4. Liabilities Assumed by the Purchasers

As part of the Transaction, the Purchasers would assume responsibility for the liabilities associated with the transferred entities, including:

  • at GIGL
  • at GIG SA and its subsidiaries including ASC Energy plc:
    • o short-term liabilities; and
    • o the 2056 convertible loan notes including accrued and ongoing interest with the first coupon falling due on 30th September 2027;
  • at GIG SA and its subsidiaries including Advanced Cables plc:
    • o short-term liabilities; and
    • o the 2028 convertible loan notes including accrued and ongoing interest with the first coupon falling due on 30th September 2027.

5. Intra-group Balances

All intra-group balances between GIGL and GIG SA will be settled, released or otherwise extinguished as part of completion of the Transaction, such that no intercompany amounts will remain outstanding between GIGL and the transferred group following the Transaction.

18 Noting that GIG Management Limited may be sold separately to GIG SA.

{14}------------------------------------------------

6. Cash Consideration

In addition to the assumption of liabilities, the Purchasers would pay cash consideration equal to:

  • o amounts payable at GIG SA, ASC Energy and Advanced Cables; and
  • o accrued interest thereon to the date of completion19,

with a cash consideration intended to clear the short-term liabilities of GIGL together with the liabilities at each subsidiary level.

A nominal purchase price of £1,000 will also be payable for the shares of GIG SA, consistent with the structure of the previously contemplated Spin-Out.

7. Earn-out and Economic Participation

GIGL will retain an earn-out right equal to 20% of the value uplift created by the activities of GIG SA and its subsidiaries over and above the purchase price at Spin Out and capped at £430 million, the 2028 convertible loan notes conversion price.

For this purpose:

  • the purchase price at Spin -out shall be the aggregate of:
    • o assumed group and individual company liabilities;
    • o accrued interest from the date of completion; and
    • o the £1,000 nominal consideration;
  • the upper reference point shall be the conversion value of the currently issued Advanced Cables plc 2028 convertible loan notes of £430 million
  • the earn-out shall be time-limited to the maturity date of the CLNs being 30th September 2028.

The earn-out will be payable in cash; and will be triggered only by cash realisation events. The calculation of value uplift shall be determined by reference to audited accounts of the relevant entity or entities for the applicable period, in accordance with principles to be agreed in definitive documentation. These principles will include provision for retrospective 'true-up' calculations to address the customary uncertainties associated with disposals and multi-stage development financing structures.

8. Governance and Ongoing Obligations

Following completion:

  • the Purchasers will have full governance and control of the transferred entities;
  • GIGL will not retain any board, veto or governance rights; and
  • GIGL will have no obligation to provide funding, guarantees or operational support in respect of the transferred entities and will have no ongoing liability.

9. Conditions Precedent

Completion of the Transaction will be subject to applicable customary, regulatory and legal conditions, including:

  • shareholder approval at this AGM of the Company;
  • approval and execution of the definitive documentation;
  • satisfactory funding arrangements; and

19 The Company

{15}------------------------------------------------

• any required regulatory, legal, contractual or third-party consents.

10. Exclusivity

No exclusivity is granted to the Purchasers pursuant to this indicative summary. GIGL reserves the right to continue discussions with other parties unless and until definitive documentation is executed.

11. Long-Stop Date

Discussions in relation to the Transaction are expected to progress with a view to execution of definitive documentation by 31 March 2026, failing which either party may elect not to proceed.

12. Costs

Each party shall bear its own costs in connection with the Transaction.

13. Status

This indicative summary is non-binding and does not constitute an offer, acceptance or commitment. Any transaction will be subject to contract and the satisfaction of the conditions set out above.

{16}------------------------------------------------

Appendix II – Registration of Interest Form

Registration of Interest Form

Proposed Swiss ASC Spin-Out

This registration of interest form (the "Form") is being provided to shareholders of Global InterConnection Group Limited (the "Company") in connection with the proposals described in this Circular.

Completion and submission of this Form is entirely voluntary.

Important Notice

Shareholder Details

This Form is not an offer to sell, an offer to subscribe for, or a solicitation of an offer to buy, any securities or other investment.

This Form and any registration of interest hereunder does not constitute an offer, invitation, subscription or commitment of any kind, and does not create any obligation on the part of the Shareholder, the Company, Swiss ASC, or any related entity to provide information, offer or subscription participation, or progress any transaction.

Any potential future investment opportunity would be subject to applicable law, regulation and listing rules, eligibility requirements, and the provision of appropriate legal and disclosure documentation and applicable approvals. There can be no assurance that any shareholder who registers an interest will be offered, or will be eligible to participate in, any such opportunity.

This registration process will only be implemented if the resolutions proposed at the Annual General Meeting are approved.

Full name of shareholder: ............................................................................................................ Name of registered holder (if different): ............................................................................................................ Registered address: ............................................................................................................ Email address: ............................................................................................................ Telephone number (optional): ............................................................................................................ Shareholding Information Number of Shares held in the Company: ............................................................................................................ Holder type (please tick one): ☐ Individual ☐ Corporate ☐ Nominee / Custodian ☐ Other (please specify): ..............................................................

{17}------------------------------------------------

Registration of Interest

By completing this Form, I/we confirm that:

  • I/we wish to register an interest in receiving further information relating to the proposed Swiss ASC Spin-Out and related private infrastructure assets, should such information be made available;
  • I/we understand that any such information may be provided at the discretion of the Company or relevant counterparties and may be subject to eligibility criteria;
  • I/we acknowledge that no assurance is given that any investment opportunity will be offered or that I/we will be eligible to participate; and
  • I/we understand that the Company may be restricted by law or regulation from providing information or engaging with me/us in certain circumstances.

☐ I/We wish to register an interest as described above

Acknowledgements and Consents

I/we acknowledge that:

  • submitting this Form does not create any obligation on me/us or on the Company or any other party;
  • the Company may rely on the information provided in this Form for the purposes of assessing interest only; and
  • personal data provided will be processed in accordance with applicable data protection laws and used solely for purposes related to the matters described in this Circular.
Signature
Signature:
Name (print):
Date:
Submission Instructions
Completed Forms should be returned no later than Tuesday 10th February 2026, 10amGMT:
Email: [email protected]

The Company reserves the right to reject incomplete or illegible Forms.

{18}------------------------------------------------

Appendix III – Notice of Annual General Meeting

GLOBAL INTERCONNECTION GROUP LIMITED

Registered in Guernsey with number 69150

NOTICE OF ANNUAL GENERAL MEETING

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 immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent adviser.

If you have sold or transferred all of your registered holding of shares in the Company, please forward this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the agent through whom the sale or transfer was effected.

Unless otherwise defined herein, capitalised terms used in this Notice of AGM have the meanings given to them in the Circular of the Company dated 22nd January 2026.

Notice

NOTICE is hereby given that an Annual General Meeting of Global Interconnection Group Limited (the "Company") will be held in Guernsey on Thursday 12th February 2026 at 12pm GMT (the "AGM") for the following purposes, including an ordinary resolution to grant the Board authority to progress the Proposed Strategy of the Company, as described in Section 5 of the accompanying Circular. Following completion of the proposed transactions described in this Circular, the Company intends to reposition the listed vehicle to pursue opportunities consistent with its original purpose as a publicly listed platform focused on financial services and related transactions.

"DCAC is a special purpose acquisition company incorporated on 29 April 2021. DCAC was created for the purpose of completing a merger, amalgamation, share exchange, asset and/or liability acquisition, share purchase, reorganisation or similar business combination with a target business or entity."20

The proposed divestment of its infrastructure development activities into private structures is intended to allow the listed company to operate without the capital intensity, development risk and long-dated funding requirements associated with large-scale infrastructure projects. This, in turn, is expected to provide a more appropriate foundation for a listed entity operating within financial and transactional markets.

Under the Proposed Strategy, the Company would seek to leverage its listed status, governance framework and public-markets experience to evaluate and pursue accretive transactions within the financial services space and adjacent sectors. These may include, but are not limited to, acquisitions, strategic investments or other corporate transactions consistent with the Company's constitutional documents and applicable regulatory requirements.

The precise nature, timing and scale of any such activities will be determined by the reconstituted Board following the AGM and will be subject to prevailing market conditions, counterparty negotiations, legal and regulatory considerations and shareholder protections. No assurance can be given that any particular transaction or strategy will be implemented.

Further details will be communicated to shareholders as appropriate and in accordance with the Company's disclosure obligations. Following the AGM, the reconstituted Board will be responsible for determining the future strategic direction of the Company and for ensuring that shareholders are kept appropriately informed in accordance with applicable law, regulations and listing rules. Any future transaction, capital raising, or securities

20 Megalanic Shareholder Circular Final, p.25, 20th April 2023

{19}------------------------------------------------

issuance would be subject to the preparation of such disclosure, documentation and, where required, shareholder approvals as may be necessary at that time.

RESOLUTIONS OF THE AGM

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

    1. THAT: the Company's financial statements together with the reports of the Directors (annual for the year ended 31 December 2024 and interim unaudited for the period ended 30 June 2025) be and are received and accepted.
    1. THAT: the disposals in principle of the substantial assets of the Company, as per the terms or as better set out in Appendix I of this Circular or such better or other terms available that the Directors consider to be in the best interests of the Company be and are accepted, agreed and approved.
    1. THAT: the Directors and the Company be and are authorised to pursue and progress the Proposed Strategy herein.
    1. THAT: Appointment of Chief Executive Officer Edmund Truell be and is re-elected as a Director of the Company and elected as Chief Executive Officer of the Company with effect from conclusion of the AGM.
    1. THAT: Liam Peek be and is elected as Director of the Company and Interim Chairman of the Company with effect from the conclusion of the AGM.
  • 6. THAT: Ashley Northgrave be and is appointed as Director of the Company with effect from the conclusion of the AGM.

(Refer back to Section 12)

By order of the Board

Centralis Fund Services Limited Company Secretary

Dated: 22nd January 2026

Registered Office: First Floor 10 Lefebvre Street, St Peter Port, Guernsey GY1 2PE

{20}------------------------------------------------

Appendix IV – Form of Proxy

Global InterConnection Group Limited Registration Number: 69150 (the "Company")

FORM OF PROXY

FORM OF PROXY for the annual general meeting (the "AGM") of the Company to be heldat the Company's registered office at First Floor, 10 Lefebvre Street, St Peter Port,Guernsey GY1 2PE
I/We
Of
being a member/members of the Company hereby appoint the Chairman of the Company, or failing him, theChairperson of the AGM, or failing them, an authorised representative of Centralis Fund Services Limited, or, as my/our proxy to vote for me/us on my/our behalf at the AGM of the Company to be held onThursday 12th February2026, 12pm GMT and at any adjournment thereof.:
Any defined terms used in this Form of Proxy shall have the same meaning as those set out in the shareholder

Please indicate with an X in the spaces below how you wish your votes to be cast.

circular of the Company dated 22nd January 2026 (the "Circular").

ORDINARY RESOLUTIONS (Section 11) FOR AGAINST WITHHELD
THAT: the Company's financial statements togetherwith the reports of the Directors (annual for the yearended 31 December 2024 and interim unaudited for theperiod ended 30 June 2025) be and are received andaccepted.
THAT: the disposals in principle of the substantialassets of the Company, as per the terms or as better setout in Appendix I of this Circular or such better orother terms available that the Directors consider to bein the best interests of the Company be and areaccepted, agreed and approved.
THAT: the Directors and the Company be and areauthorised to pursue and progress the ProposedStrategy.
THAT: Edmund Truell be and is re-elected as aDirector of the Company and elected as ChiefExecutive Officer of the Company with effectfrom conclusion of the AGM.
THAT: Liam Peek be and is elected as Directorof the Company and Interim Chairman of theCompany with effect from the conclusion of theAGM.
THAT:Ashley Northgrave be and is appointed asdirector of the Company with effect from theconclusion of the AGM.

{21}------------------------------------------------

Global Interconnection Group LIMITED Registration Number: 69150 (the "Company")

Unless otherwise instructed, the proxy will vote or abstain from voting as he thinks fit.
Signed this day of 2026

Notes:

    1. If any other proxy is preferred, strike out the words "the Chairman of the AGM or, failing him an authorised representative of Centralis Fund Services Limited and add the name and address of the proxy you wish to appoint and initial the alteration. The proxy need not be a shareholder.
    1. If the appointer is a corporation or other vehicle this form must be completed under its common seal or under the hand of some officer or attorney duly authorised in writing.
    1. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
    1. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power must reach the Secretary of the Company, Centralis Fund Services Limited, First Floor, 10 Lefebvre Street, St Peter Port, Guernsey, GY1 2PE ([email protected]), not less than forty-eight hours before the time appointed for holding the AGM or any adjournment thereof as the case may be.
    1. The completion of this form will not preclude a shareholder from completing a further form, such form to supersede any previous forms completed, or attending the AGM and voting in person.
    1. Any alteration of this form must be initialed.
    1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
    1. In the event that a form of proxy is returned without an indication as to how the proxy shall vote on the resolutions, the proxy will exercise his discretion as to whether and, if so, how he votes.
    1. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution.

{22}------------------------------------------------

Appendix V: Declaration of Interests

Edmund Truell

Name and address oforganisation Identifyingnumber andrelevantjurisdiction (ifrelevant, e.g.registrationnumber) Description ofrelationship oforganisation tothe Company(e.g. supplier,competitor,joint venturepartner,counterparty) Description ofinterest (thismay includebeing adirector, officer,shareholder,beneficiary,employee,consultant orotherwise, andany backgroundinformation,how this mightgive rise to aconflict ofinterest inrespect of youracting as anofficer of theCompany andthe duties andresponsibilitiesyou execute inthis role) Duration ofinterest (startdate and enddate ifapplicable)
GIGA Holdings Ltd GuernseyCompanyNo.76310 Subsidiary(GIGLholds20%andthebalance is held intrust for the GIGManagement LtdMIPtobeestablished) Directorandfuturepotentialbeneficiary 21/08/2025
Disruptive Capital GPLimited GuernseyCompany No.61432 DisruptiveCapital GPLimited anappointedadvisor to GlobalInterConnectionGroup Limited. Director ofDisruptiveCapital GPLimited Current

{23}------------------------------------------------

Disruptive Capital GPLimited GuernseyCompany No.61432 Director ofDisruptiveCapital GPLimited, whichis the InvestmentManager ofLong TermAssets Limited("LTAL"). LTAL has aninterest in GlobalInterConnectionGroup Limited("GIGL") Current
Disruptive Capital GPLimited GuernseyCompany No.61432 Director ofDisruptiveCapital GPLimited, whichis the generalpartner of IssusLP Issus LP has aninterest in GlobalInterConnectionGroup Limited("GIGL") Current
Disruptive Capital GPLimited GuernseyCompany No.61432 Director ofDisruptiveCapital GPLimited which isowned 92% bythe de BoucaudIntergenerationalFamily LP Inc("deBTIG") deBTIG has anindirect interestin LTAL, whichhas an interest inGIGL. Current
Disruptive Capital GPLimited GuernseyCompany No.61432 Director ofDisruptiveCapital GPLimited which isowned 8% by theTruellConservationFoundationLimited ("TCF") TCF has anindirect interestin LTAL, whichhas an interest inGIGL. Current
Disruptive Capital GPLimited Company No.67436 -Guernsey Director Director Current
Disruptive Capital GPLimited Company No.67436 -Guernsey Director ofDisruptiveCapital GPLimited, generalpartner ofDisruptive DC CIP has aninterest inLTAL, whichhas an interest inGIGL. Current

{24}------------------------------------------------

Capital CIP LP.("DC CIP")
Disruptive Capital GPLimited Company No.67436 -Guernsey Director ofDisruptiveCapital GPLimited, generalpartner of DICIP LP. ("DICIP") DI CIP has aninterest in IssusLP Issus LP hasan interest inGIGL. Current
Disruptive CapitalInvestments II Limited GuernseyCompany No.62500 Director ofDisruptiveCapitalInvestments IILimited Director ofDisruptiveCapitalInvestments IILimited, whichhas an indirectinterest in GIGL Current
Fiordland GP Limited Company No.64095 -Guernsey DirectorFiordland GPLimited which isthe generalpartner of theTruellIntergenerationalFamily LP Inc("TIG") TIG has anindirect interestin LTAL, whichhas an interest inGIGL. No currentinterest
Fiordland GP Limited Company No.64095 -Guernsey DirectorFiordland GPLimited which isthe generalpartner of theTruellIntergenerationalFamily LP Inc("TIG") (thebeneficiaries areET's four sons) TIG has a directinterest in GIGL. No currentinterest
Fiordland GP Limited Company No.64095 -Guernsey DirectorFiordland GPLimited which isthe generalpartner of the deBoucaud TruellIntergenerational deBTIG has anindirect interestin LTAL, whichhas an interest inGIGL. Current

{25}------------------------------------------------

Family LP Inc("deBTIG") (thebeneficiaries areET's four sonsand ET's wife'sthree siblings) The Truell
The Truell ConservationFoundation UK CompanyNo. 07893448UK Charity No.1147994 Trustee Director ConservationFoundationLimited has anindirect interestin LTAL, whichhas an interest inGIGL. Current
The Truell ConservationFoundation UK CompanyNo. 07893448UK Charity No.1147994 Trustee Director The TruellConservationFoundationLimited has adirect interest inPSF CapitalReserve L.P.,which has anindirect interestin GIGL. Current
The Truell ConservationFoundation UK CompanyNo. 07893448UK Charity No.1147994 Trustee Director The TruellConservationFoundationLimited has adirect interest inGIGL. Current
Long Term Assets Limited(in administration) Company No.67436 -Guernsey Director ofDisruptiveCapital GPLimited,InvestmentManager ofLong TermAssets Limited Director ofDisruptiveCapital GPLimited,InvestmentManager ofLong TermAssets Limited Current
Long Term Assets Limited(in administration) Company No.67436 -Guernsey Director ofDisruptiveCapital GPLimited, theInvestment My wife,Cedriane deBoucaud Truellis a directShareholder of Current

{26}------------------------------------------------

Manager ofLong TermAssets Limited("LTAL") LTAL, whichhas an interest inGIGL
Long Term Assets Limited(in administration) Company No.67436 -Guernsey Director ofDisruptiveCapital GPLimited, theInvestmentManager ofLong TermAssets Limited("LTAL") LTAL have adirectShareholding inGIGL Current
Global InterConnectionGroup Services SA Swiss CompanyNo. CHE155.544.445 Director GlobalInterConnectionGroup ServicesSA is asubsidiary ofGIGSA, which isa directsubsidiary ofGIGL. Current
Advanced Cables Plc UK Companyno. 12530035 GIGSA is acorporatedirector,Edmund Truellis a director ofGIGSA and arepresentative onthe board ofAdvancedCables Plc AdvancedCables Plc is asubsidiary ofGIGServicesSA. Current
ASC Energy Plc UK Companynumber12838608 GIGSA is acorporatedirector,Edmund Truellis a director ofGIGSA and arepresentative onthe board ofAdvancedCables Plc ASC Energy isan indirectsubsidiary ofGIGSA Current

{27}------------------------------------------------

Disruptive Capital GPLimited GuernseyCompany No.61432 DisruptiveCapital GPLimited anappointedadvisor to GlobalInterConnectionGroup Limited. Director ofDisruptiveCapital GPLimited Current
Disruptive Capital GPLimited GuernseyCompany No.61432 Director ofDisruptiveCapital GPLimited, whichis the InvestmentManager ofLong TermAssets Limited("LTAL"). LTAL has aninterest indirectinterest inGIGSA Current
Disruptive Capital GPLimited GuernseyCompany No.61432 Director ofDisruptiveCapital GPLimited which isowned 92% bythe de BoucaudIntergenerationalFamily LP Inc("deBTIG") deBTIG has anindirect interestin LTAL, whichhas an indirectinterest inGIGSA. Current
Disruptive Capital GPLimited GuernseyCompany No.61432 Director ofDisruptiveCapital GPLimited which isowned 8% by theTruellConservationFoundationLimited ("TCF") TCF has anindirect interestin LTAL, whichhas an indirectinterest inGIGSA. Current
Disruptive Capital GPLimited Company No.67436 -Guernsey Director Director Current
Disruptive Capital GPLimited Company No.67436 -Guernsey Director ofDisruptiveCapital GPLimited, generalpartner ofDisruptive DC CIP has aninterest inLTAL, whichhas an indirect Current

{28}------------------------------------------------

Capital CIP LP.("DC CIP") interest inGIGSA.
Disruptive Capital GPLimited Company No.67436 -Guernsey Director ofDisruptiveCapital GPLimited, generalpartner of DICIP LP. ("DICIP") DI CIP has aninterest in IssusLP Issus LP hasan indirectinterest inGIGSA. Current
Disruptive CapitalInvestments II Limited GuernseyCompany No.62500 Director ofDisruptiveCapitalInvestments IILimited Director ofDisruptiveCapitalInvestments IILimited, whichhas an indirectdirect interest inGIGL resigned
Fiordland GP Limited Company No.64095 -Guernsey DirectorFiordland GPLimited which isthe generalpartner of theTruellIntergenerationalFamily LP Inc("TIG") TIG has anindirect interestin LTAL, whichhas an indirectinterest inGIGSA. No currentinterest
Fiordland GP Limited Company No.64095 -Guernsey DirectorFiordland GPLimited which isthe generalpartner of theTruellIntergenerationalFamily LP Inc("TIG") (thebeneficiaries areET's four sons) TIG has anindirect interestin GIGSA. Current
Fiordland GP Limited Company No.64095 -Guernsey DirectorFiordland GPLimited which isthe generalpartner of the deBoucaud Truell deBTIG has anindirect interestin LTAL, whichhas an indirect Current

{29}------------------------------------------------

IntergenerationalFamily LP Inc("deBTIG") (thebeneficiaries areET's four sonsand ET's wife'sthree siblings) interest inGIGSA.
The Truell ConservationFoundation UK CompanyNo. 07893448UK Charity No.1147994 Trustee Director The TruellConservationFoundationLimited has andirect interest inLTAL, whichhas an indirectinterest inGIGSA. Current
The Truell ConservationFoundation UK CompanyNo. 07893448UK Charity No.1147994 Trustee Director The TruellConservationFoundationLimited has adirect interest inDisruptiveCapital XI LP.,which has anindirect interestin GIGSA. Current
The Truell ConservationFoundation UK CompanyNo. 07893448UK Charity No.1147994 Trustee Director The TruellConservationFoundationLimited has anindirect interestin GIGSA. Current
Long Term Assets Limited(in administration) Company No.67436 -Guernsey Director ofDisruptiveCapital GPLimited,InvestmentManager ofLong TermAssets Limited Director ofDisruptiveCapital GPLimited,InvestmentManager ofLong TermAssets Limited Current

{30}------------------------------------------------

Long Term Assets Limited(in administration) Company No.67436 -Guernsey Director ofDisruptiveCapital GPLimited, theInvestmentManager ofLong TermAssets Limited("LTAL") Cedriane deBoucaud Truellis a directShareholder ofLTAL, whichhas an interest inGIGL Current
Long Term Assets Limited(in administration) Company No.67436 -Guernsey Director ofDisruptiveCapital GPLimited, theInvestmentManager ofLong TermAssets Limited("LTAL") Edmund Truellhas a directShareholding inLTAL, whichhas an indirectinterest inGIGSA Current
Global InterConnectionGroup Services SA("GIGServicesSA") Swiss CompanyNo. CHE155.544.445 Director GIG ServicesSAis a subsidiary ofGIGSA. Current
Advanced Cables Plc UK Companyno. 12530035 GIGSA is acorporatedirector,Edmund Truellis a director ofGIGSA and arepresentative onthe board ofAdvancedCables Plc AdvancedCables Plc is asubsidiary ofGIGSA. Current
Advanced Cables Plc UK Company no.12530035 Edmund Truellis the father ofMatthew Truell,a director ofAdvancedCables Plc, anindirectshareholder ofGIGSA and aparticipant in theManagementIncentive Plan AdvancedCables Plc is asubsidiary ofGIGSA. Current

{31}------------------------------------------------

Advanced Cables Plc UK Company no.12530035 dBTiGisaparticipant in theManagementIncentive Plan Advanced CablesPlcisasubsidiaryofGIGSA. Current
ASC Energy Plc UK Companynumber12838608 GIGSA is acorporatedirector,Edmund Truellis a director ofGIGSA and arepresentative onthe board ofAdvancedCables Plc ASC Energy isan indirectsubsidiary ofGIGSA. Current
ASC Energy Plc UK Companynumber12838608 Edmund Truellis the father ofMatthew Truell,a director ofASC Energy, ashareholder ofGIGSA and aparticipant in theManagementIncentive Plan ASC Energy isan indirectsubsidiary ofGIGSA. Current
Name and position ofindividual Name and address oforganisation Nature of relationship or interest and natureof the organisation (including how this mightgive rise to a conflict of interest e.g. "I ammarried to the CEO of our primarycompetitor")
Cedriane de BoucaudTruell, Director Global InterConnectionGroup SA ("GIGSA") I am married to Cedriane de Boucaud Truell,who is also a director of GIGSA, of DisruptiveCapital GP, of Fiordland, and of TruellConservation Foundation; and so has beneficialand non-beneficial interests in GIGSA and GIGL
Matthew Truell, Director Advanced Cables Plc I am the father of Matthew Truell, who is adirector of Advanced Cables Plc. GIGSA is alsoa corporate director of Advanced Cables Plc,which I represent on the board.
Matthew Truell, Director ASC Energy Plc I am the father of Matthew Truell, who is adirector of ASC Energy Plc. GIGSA is also a

{32}------------------------------------------------

corporate director of ASC Energy Plc, which Irepresent on the board.
Matthew, Michael, James I am their father, who each have beneficial and
and Robert Truell; and their non-beneficial interests in GIGSA and in GIG
descendants ServicesSA

Amelia Henning

Name and addressof organisation Identifyingnumber andrelevantjurisdiction (ifrelevant, e.g.registrationnumber) Description ofrelationship oforganisation to theCompany (e.g.supplier, competitor,joint venture partner,counterparty) Description ofinterest (this mayinclude being adirector, officer,shareholder,beneficiary,employee,consultant orotherwise, andany backgroundinformation, howthis might giverise to a conflictof interest inrespect of youracting as anofficer of theCompany and theduties andresponsibilitiesyou execute inthis role) Duration of interest(start date and enddate if applicable)
Advanced CablesPlc 12530035, England& Wales Subsidiary Director 05/07/2024
GlGManagementLtd 16490100, Englandand Wales Subsidiaryandforthcomingservicescontract Director 02/06/2025
GIGA Holdings Ltd 76310, Guernsey Subsidiary(GIGLholds20%andthebalance is held in trustfortheGIGManagement Ltd MIPto be established) Director and futurepotentialbeneficiary 21/08/2025

{33}------------------------------------------------

LongTerm
IncentivePlanof
Global Long Term Incentive
InterConnection Plan Indirect interest in
GroupLimited N/A the Company via the
("LTIP")and GIG LTIP
Management Ltd to
be established.

Roger le Tissier

Name and address of Identifying number and Description of relationship Description of interest Duration of interest
organisation relevant jurisdiction (if of organisation to the (this may include being a (start date and end date
relevant, e.g. registration Company (e.g. supplier, director, officer, if applicable)
number) competitor, joint venture shareholder, beneficiary,
partner, counterparty) employee, consultant or
otherwise, and any
background information,
how this might give rise
to a conflict of interest in
respect of your acting as
an officer of the
Company and the duties
and responsibilities you
execute in this role)
Long Term Assets Guernsey, company Director Director Current
Limited number: 67436
(in administration)
Long Term Assets Guernsey, company Indirect shareholder Indirect shareholder Current
Limited number: 67436 together with my wife together with my wife
(in administration)

{34}------------------------------------------------

Long Term AssetsLimited(in administration) Guernsey, companynumber: 67436 Indirect shareholder in theGlobal InterConnectionGroup Limited Indirect shareholder theGlobal InterConnectionGroup Limited Current
GlobalInterConnectionGroup Limited Guernsey, companynumber: 69150 Indirect shareholdertogether with my wife Indirect shareholdertogether with my wife Current
PSF Capital ReserveLP(Dissolved) Guernsey, LP number:2579 Indirect limited partnertogether with my wife Indirect limited partnertogether with my wife Current
Disruptive CapitalInvestments IILimited Guernsey, companynumber: 62500 Indirect shareholdertogether with my wife Indirect shareholdertogether with my wife Current
DI CIP LP Guernsey, LP number:3516 Indirect limited partnertogether with my wife Indirect limited partnertogether with my wife Current
DI CIP LP Guernsey, LP number:3516 Indirect investor in LongTerm Assets Limited Indirect investor in LongTerm Assets Limited Current

{35}------------------------------------------------

DI CIP LP Guernsey, LP number:3516 Indirect investor in GlobalInterConnection GroupLimited Indirect investor inGlobal InterConnectionGroup Limited Current
Pension SuperFundCIP LP Guernsey, LP number:2990 Indirect limited partnertogether with my wife Indirect limited partnertogether with my wife Current
Pension SuperFundCIP LP Guernsey, LP number:2990 Indirect investor in PSFCapital Reserve LimitedPartnership Indirect investor in LongTerm Assets Limited Current
Pension SuperFundCapital HoldingsLimited(Compulsory windingup Part 1 (liquidatorappointed)) Guernsey, companynumber: 64428 Indirect shareholder andinvestor together with mywife Indirect shareholder andinvestor together withmy wife Current
Pension SuperFundCapital HoldingsLimited(Compulsory windingup Part 1 (liquidatorappointed)) Guernsey, companynumber: 64428 Indirect investor in GlobalInterConnection Group SA Indirect investor inGlobal InterConnectionGroup SA Current
Pension SuperFundCapital HoldingsLimited(Compulsory windingup Part 1 (liquidatorappointed)) Guernsey, companynumber: 64428 Director Director Current

{36}------------------------------------------------

Liam Peek

Identifying Descriptionof Descriptionof Durationof
numberand relationshipof interest(this may interest(start
relevant organisation to the includebeinga dateandend
jurisdiction(if Company(e.g. director,officer, dateif
relevant,e.g. supplier, shareholder, applicable)
registration competitor,joint beneficiary,
number) venturepartner, employee,
counterparty) consultantor
otherwise, and any
background
information,how
this might give rise
toaconflictof
interest in respect of
your acting as an
officerofthe
Company and the
dutiesand
youresponsibilities
executeinthis
role)
DisruptiveCapital
GPLimitedan
Guernsey appointed advisor to
Company No 61432 Global Current
InterConnection
Group Ltd
DirectorofDisruptiveCapitalGP Limited

{37}------------------------------------------------

Ann Dunkin

Nameandaddressoforganisation Identifyingnumber andrelevantjurisdiction(ifrelevant, e.g.registrationnumber) Description ofrelationship oforganisation to theCompany(e.g.supplier, competitor,joint venture partner,counterparty) Description ofinterest (this mayinclude being adirector, officer,shareholder,beneficiary,employee,consultant orotherwise, and anybackgroundinformation, howthis might give riseto a conflict ofinterest in respect ofyouractingasanofficerof theCompany and theduties andresponsibilities you Durationofinterest (startdate and end dateif applicable)
Dunkin GlobalAdvisors 1106SauntCharlesPlNE Atlanta, GA30306 Nevada,USAE47126452025-5 Dunkin GlobalAdvisors providesadvisoryservices,including tocompanies in theenergy sector. execute in this role)IamtheCEOand100%ownerofDunkinGlobalAdvisors March4,2025-Ongoing

{38}------------------------------------------------

Richard Pinnock

Nameandaddressoforganisation Identifyingnumberandrelevantjurisdiction (ifrelevant, e.g.,registrationnumber) Descriptionofrelationshipoforganisationtothe Company(e.g.,supplier,competitor,joint venturepartner,counterparty) Descriptionofinterest(this may includebeing a director,officer,shareholder,beneficiary,employee,consultant orotherwise, and anybackgroundinformation, howthis might give riseto a conflict ofinterest in respectof your acting asan officer oftheCompany and theduties andresponsibilitiesyou execute in thisrole) Durationofinterest(startdate and enddate ifapplicable)
GlobalInterConnection GroupLimitedFirstFloor,10Lefebvre Street,St Peter Port, Guernsey,GY12PE Guernsey-CMP69150 The Company Shareholder July2023topresent

{39}------------------------------------------------

Ashley Northgrave

Name and address oforganisation Identifyingnumber andrelevantjurisdiction (ifrelevant, e.g.registrationnumber) Description ofrelationship oforganisation tothe Company(e.g. supplier,competitor,joint venturepartner,counterparty) Description ofinterest (thismay includebeing adirector, officer,shareholder,beneficiary,employee,consultant orotherwise, andany backgroundinformation,how this mightgive rise to a Duration ofinterest (startdate and enddate ifapplicable)
conflict ofinterest in
respect of youracting as an
officer of theCompany and
the duties and
responsibilitiesyou execute in
this role)
DisruptiveCapital GP Non-Executive
Disruptive Capital GPLimited GuernseyCompany No.61432 Limited anappointedadvisor to Global Director ofDisruptiveCapital GP Pending
InterConnectionGroup Limited. Limited

{40}------------------------------------------------

Appendix VI: Structure Chart