GRESHAM TECHNOLOGIES PLC

Post-Annual General Meeting Information • Jun 19, 2024

Gresham Technologies plc

Resolutions Passed at Annual General Meeting 18 June 2024

The following is a copy of the resolutions passed at the Annual General Meeting of Gresham Technologies plc (the "Company") held on 18 June 2024 by means of a poll.

Ordinary resolutions

• 1. To receive the Company's financial statements together with the reports of the directors and the auditor for the year ended 31 December 2023.
• 1. To approve the directors' remuneration report for the year ended 31 December 2023.
• 1. To re-appoint BDO LLP as auditor of the Company to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which the accounts are laid before members.
• 1. To authorise the directors to agree the remuneration of the auditor of the Company.
• 1. To elect Richard Last as a director.
• 1. To elect Oliver Scott as a director.
• 1. To re-elect Jennifer Knott as a director.
• 1. To re-elect Andrew Balchin as a director.
• 1. To re-elect Ian Manocha as a director.
• 1. To re-elect Thomas Mullan as a director.
• 1. To generally and unconditionally authorise the directors for the purposes of section 551 of the Companies Act 2006 (the "Act") to allot shares (or to grant rights to subscribe for or to convert any security into shares) in the Company:
  2. a. up to a maximum nominal amount of £1,397,907 (such amount to be reduced by the nominal amount (if any) allotted or granted under paragraph (b) below in excess of such amount); an
  3. b. comprising equity securities (as defined in section 560(1) of the Act) up to a maximum nominal amount of £2,795,815 (such amount also to be reduced by any allotments or grants made under paragraph (a) above) where such securities have been offered by way of a rights issue to holders of ordinary shares in proportion (as nearly as practicable) to their existing holdings of shares on the record date for such allotment, but subject to the directors having a right to make such exclusions or other arrangements in connection with the offer as they consider necessary or appropriate to deal with treasury shares, equity securities representing factional entitlements, record dates and/or legal, regulatory or practical difficulties arising under the laws of, or the requirements of any recognised regulatory body or stock exchange in, any territory or any other matter whatsoever.

Such authorities, unless previously renewed, extended, varied or revoked by the Company in general meeting, shall both expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting of the Company to be held in 2025, provided that the Company may, prior to the expiry of such period, make an offer or agreement which would or might require shares in the Company to be allotted or rights to be granted after such expiry and the directors may allot shares, or grant rights to subscribe for or to convert any security into shares, pursuant to such offer or agreement notwithstanding the expiry of the authority given by this resolution.

Special resolutions

1. To generally empower the directors of the Company pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560(1) of the Act) which are the subject of

the authority granted by resolution 11, and/or to sell ordinary shares held by the Company as treasury shares, for cash, as if section 561(1) of the Act did not apply did not apply to any such allotment or sales, such authority being limited to:

• a. the allotment of equity securities or sale of treasury shares for cash in connection with or pursuant to an offer of, or invitation to acquire, such securities (but in the case of the authorisation granted under resolution 11(b) above, by way of a rights issue only) to holder of ordinary shares in proportion (as nearly as practicable) to their existing holdings of shares on the record date for such allotment, but subject to the directors having a right to make such exclusions or other arrangements in connection with the offer as they consider necessary or appropriate to deal with treasury shares, equity securities representing fractional entitlements, record dates and/or legal, regulatory or practical difficulties arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter whatsoever;
• b. the allotment of equity securities or sale of treasury shares under resolution 11(a) above up to a maximum nominal amount of £419,372 otherwise than pursuant to paragraph (a) above; and
• c. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) or paragraph (b) above) up to a maximum nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares made from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Financial Reporting Council's Pre-Emption Group prior to the date of this notice.

The power conferred hereby shall, unless previously renewed, extended, varied or revoked by special resolution of the Company in general meeting, expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting of the Company to be held in 2025, provided that the Company may, prior to the expiry of such authority, make an offer or agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after the expiry thereof and the directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement notwithstanding the expiry of the authority given by this resolution.

• 1. To generally and unconditionally authorise the Company for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 5 pence each in the capital of the Company provided that:
  2. a. the maximum aggregate number of ordinary shares authorised to be purchased is 8,387,445;
  3. b. the minimum price (excluding expenses) which may be paid for an ordinary share is 5 pence;
  4. c. the maximum price (excluding expenses) which may be paid for an ordinary share is the highest of: (i) an amount equal to 105% of the average of the middle-market quotations for an ordinary share in the Company, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased, and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out; and
  5. d. this authority shall expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting of the Company to be held in 2025 provided that the Company may enter into a contract to purchase ordinary shares before the expiry of the authority granted by this resolution, which will or may be executed wholly or partly after the expiry of the authority, and purchase ordinary shares in pursuance of any such contract.
• 1. To authorise the Company to call general meetings (other than an Annual General Meeting) on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2025.

Voting Results

Annual General Meeting 18 June 2024

Of the resolutions set out in the Notice of Annual General Meeting ("AGM") dated 9 May 2024, resolutions 1-12, 14 and 15 were duly passed by shareholders. Resolution 13 did not achieve the necessary majority and therefore did not pass. The results of the poll for each resolution are set out below.

	No. Resolution	Votes For	% For	Votes Against	% Against	Votes Withheld	% Withheld	Total % Instructed
01	Financial Statements and Reports	41,410,582	99.90	0	0.00	0	0.0	49.29
02	Remuneration Report	40,916,226	99.77	51,988	0.13	442,368	1.07	49.29
03	BDO LLP	40,963,788	98.82	446,794	1.08	0	0.00	49.29
04	Remuneration of the Auditor	41,406,194	99.89	4,388	0.01	0	0.00	49.29
05	Richard Last	40,963,788	98.82	446,794	1.08	0	0.00	49.29
06	Oliver Scott	40,963,788	98.82	446,794	1.08	0	0.00	49.29
07	Jennifer Knott	40,963,150	98.82	447,432	1.08	0	0.00	49.29
08	Andrew Balchin	40,963,788	98.82	446,794	1.08	0	0.00	49.29
09	Ian Manocha	41,405,356	99.89	5,226	0.01	0	0.00	49.29
10	Thomas Mullan	41,406,744	99.89	3,838	0.01	0	0.00	49.29
11	Allot Shares	41,341,624	99.77	52,826	0.13	16,132	0.04	49.29
12	Pre-Emption Rights	41,337,824	99.76	55,826	0.13	16,932	0.04	49.29
13	Further Pre Emption Rights	21,663,811	52.30	19,715,339	47.59	26,932	0.06	49.29
14	Market Purchases	41,339,462	99.77	54,988	0.13	16,132	0.04	49.29
15	General Meetings	41,252,119	99.52	158,463	0.38	0	0.00	49.29

Notes:

• The full text of each of the resolutions is contained in the Notice of Annual General Meeting dated 9 May 2024, which is available on the Company's website at https://www.greshamtech.com
• Proxy appointments which gave discretion to the Chair of the AGM have been included in the "For" total for the appropriate resolution.
• A "Withheld" vote is not a vote in law and is not counted in the calculation of the proportion of the votes cast "For" or "Against" a resolution.
• The proportion of "Total % Instructed" is the total of votes instructed for that resolution (i.e. the total votes "For", "Against" and "Withheld" for that resolution) expressed as a percentage of the issued share capital.
• The issued share capital of the Company as at 18 June 2024 was 84,092,512 ordinary shares of 5p each. No shares are held in treasury.