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IP Group PLC Proxy Solicitation & Information Statement 2026

May 14, 2026

4852_agm-r_2026-05-14_8c58495c-28ce-476a-bce2-4911c69de3c4.pdf

Proxy Solicitation & Information Statement

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This document should be read as a whole. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other professional adviser who, if you are taking advice in the United Kingdom, is duly authorized under the Financial Services and Markets Act 2000, or an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your shares in IP Group plc, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

ip group

IP GROUP PLC

(incorporated and registered in England and Wales under number 04204490)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of IP Group plc (the "Company") to be held at the offices of the Company at 3 Pancras Square, King's Cross, London, N1C 4AG at 11.00 am on 18 June 2026 is set out in Part II of this Notice.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received not less than 48 hours before the time of the holding of the Annual General Meeting.


IP Group plc Notice of Annual General Meeting

TABLE OF CONTENTS

Contents Page Number
PART I - CHAIRMAN'S LETTER 3
APPENDIX TO PART I - DIRECTOR INFORMATION 9
PART II - NOTICE OF ANNUAL GENERAL MEETING 11

Latest news, share price and other investor information can be found at www.ipgroupplc.com


IP Group plc Notice of Annual General Meeting

3

PART I

ip group

IP GROUP PLC

(incorporated and registered in England and Wales under number 04204490)

Registered Office

2nd Floor
3 Pancras Square
King's Cross
London
N1C 4AG
13 May 2026

To the holders of the Company's shares and, for information only, holders of options over the Company's shares

Notice of Annual General Meeting 2026

Dear Shareholder,

I am pleased to provide you with details of our Annual General Meeting (the "AGM") which we are holding at the Company's offices at 3 Pancras Square, King's Cross, London, N1C 4AG at 11.00 am on 18 June 2026 with refreshments available from 10.30 am. The formal Notice of Annual General Meeting (the "Notice of AGM") is set out at Part II on pages 11 to 16 of this document. The purpose of the AGM is to seek shareholders' approval of the resolutions set out in the Notice of AGM (the "Resolutions"). This document describes each Resolution to be proposed at the AGM.

Whilst live questions will be accepted on the day, in order to facilitate the smooth running of the AGM, shareholders who are intending to attend are encouraged to submit questions in advance by email at least 48 hours prior to the AGM to [email protected]. Furthermore, any shareholders who are unable to attend are also encouraged to submit any questions that they have to the same email address. The Board will endeavour to answer all questions, whether individually or thematically, at the AGM itself. The Company encourages shareholders to check its website regularly for the latest information on the arrangements for the AGM.

The Board understands the importance of the AGM as a forum for shareholders both to access, and to engage with and ask questions of, the Board. The AGM will therefore also be streamed live to those shareholders who wish to watch the proceedings virtually and further details on how to register as a participant are available on the Company's website at: www.ipgroupplc.com/news-and-events/events. Questions will be able to be asked during the AGM, both from those attending in person and those watching online who will be able to submit written questions via the live streaming service. Please note, however, that shareholders will only be able to vote at the AGM either in person on the day or by submitting a proxy form in advance, and not via the live streaming. Further details on how to appoint a proxy are set out below.

Voting at the AGM

In order to better reflect the views of all shareholders, a poll will be held in relation to each Resolution being proposed at the AGM. Resolutions 1 to 12 (inclusive) and 15 in the Notice of AGM will all be proposed as Ordinary Resolutions. This means that, for each of these Ordinary Resolutions to be passed on a poll, members representing a simple majority of the total voting rights of the members voting (in person or by proxy) must vote in favour of the Resolution.

Resolutions 13, 14 and 16 to 18 in the Notice of AGM will be proposed as Special Resolutions. For each of these Special Resolutions to be passed on a poll, members representing not less than 75% of the total voting rights of the members voting (in person or by proxy) must vote in favour of the Resolution.

Resolution 1 – Report and Accounts

The Directors are required to present to the AGM the Directors' Report, the Audited Statement of Accounts and Auditor's Report of the Company for the financial year ended 31 December 2025 (the "Annual Report and Accounts").

A copy of the Annual Report and Accounts is available on the Company's website at www.ipgroupplc.com/investors.

Resolution 2 – Approval of Directors' Remuneration Report

The Directors are required to prepare an annual report detailing the remuneration of the Directors and a statement by the Chair of the Remuneration Committee (together the "Directors' Remuneration Report"). The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. This vote is an advisory one and does not affect the actual remuneration paid to any individual Director.

The Directors' Remuneration Report is set out in full on pages 76 to 89 of the Annual Report and Accounts.


IP Group plc Notice of Annual General Meeting

Part I continued

Resolution 3 – Reappointment of Auditor

The Board recommends to shareholders the reappointment of KPMG LLP as the Company's auditor to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which accounts are laid before the shareholders in accordance with the provisions of the Companies Act 2006 (the "Act").

Resolution 4 – Remuneration of Auditor

This Resolution seeks the usual authority for the Directors to fix the remuneration of the Group's auditor.

Resolution 5 – Election of Director

As announced on 14 January 2026, I am retiring from the Company with effect from the conclusion of the AGM, following almost eight years of service on the Board. Following a rigorous search in line with the appointment process outlined on page 70 of the Group's Annual Report and Accounts and as announced by the Company on 7 May 2026, Michael Queen was appointed to the Board as an independent Non-executive Director and Chair designate with effect from that date and will transition into the role of Non-Executive Chair upon my retirement at the conclusion of the AGM.

Michael Queen brings investment and leadership experience, with a strong track record in scaling institutional capital platforms, which aligns closely with the Group's strategy as it continues to grow funds under management and support the portfolio through their next phase of development. Michael was formerly Chief Executive of 3i Group plc, the global investment company, where after 25 years he retired in 2012 having developed 3i's activities in the infrastructure sector through founding 3i Infrastructure plc. He is currently Chair of Coller Capital Ltd, a UK based international Private Equity Group, Pro-Chancellor of the University of Surrey, Chair of Thames Tideway Tunnel and a non-executive director of TAQA, a Middle East based industrial group.

As Michael Queen was appointed since the date of the last Annual General Meeting of the Company, he is standing for election by shareholders at the AGM in accordance with the Company's articles of association. Full details of Michael's experience and qualifications are provided in Appendix I to Part I of this Notice

The Nomination Committee, which considers the balance of the Board and the mix of skills, knowledge and experience of its members, has considered and recommends the proposed election due to the considerable experience of Michael, as described above. The Board considers Michael to be independent in character and judgement and there are no relationships which are likely to affect, or which could appear to affect, his character or the exercise of his judgement. Furthermore, Michael has confirmed, and the Board is satisfied, that he has sufficient time to discharge the requirements of the role.

Resolutions 6 to 11 (inclusive) – Re-election of Directors

In line with the provisions of the 2024 UK Corporate Governance Code (the "Code"), all of the Directors (other than myself, Sir Douglas Flint, and Michael Queen (who is standing for election)), are presenting themselves for annual re-election by shareholders at the AGM.

Each of the Directors (other than myself and Michael Queen) will be proposed for re-election pursuant to separate Resolutions which, if approved, will take effect from the conclusion of the AGM. Full details on each Director's experience and qualifications are provided in Appendix I to Part I of this Notice, as well as on pages 58 to 60 of the Annual Report and Accounts, and are given in support of the Board and Nomination Committee's recommendation to re-elect each of the relevant Directors of the Company.

The Nomination Committee, which considers the balance of the Board and the mix of skills, knowledge and experience of its members, has considered the effectiveness of the Directors offering themselves for re-election. All the proposed appointees have been subject to a formal performance review in the last 12 months. Following that performance review, as Chair, I confirm that each of the Directors offering themselves for re-election is and continues to be valuable and effective, that each of them has demonstrated the appropriate level of commitment and has sufficient time available to dedicate to their role, that each of the Non-executive Directors continues to be fully independent both in character and judgement and there are no relationships or circumstances which are likely to affect, or which could appear to affect, their character or exercise of their judgement.

Resolution 12 – Authority to Allot Shares

The Directors were authorised to allot shares or to grant rights in respect of shares in the Company at the Company's 2025 Annual General Meeting ("2025 AGM"), but their authorisation expires at the end of this AGM. Accordingly, this Resolution seeks to renew the authority to allot shares and to grant such rights. This authority is limited to the amount set out in paragraph (a) of the Resolution, being approximately one third of the issued ordinary share capital as at 8 May 2026, being the latest practicable date prior to the publication of the Notice of AGM (the "Latest Practicable Date").

In addition to the above authority and in accordance with the guidance issued by the Investment Association on authority to allot, paragraph (b) of this Resolution seeks to authorise the Directors to allot equity securities of the Company in connection with a fully pre-emptive offer. This authority is limited to the amount set out in paragraph

Latest news, share price and other investor information can be found at www.ipgroupplc.com


IP Group plc Notice of Annual General Meeting
5

Part I continued

(b), being approximately a further one third of the issued ordinary share capital as at the Latest Practicable Date. This authority will allow the Company to implement a fully pre-emptive offer within that limit without needing a separate shareholders' meeting. In accordance with the guidelines published by the Investment Association in February 2023, at the time of any capital raise implemented pursuant to paragraph (b), the Company would fully explain its chosen capital structure and why it was appropriate for the Company and its shareholders.

As at the Latest Practicable Date, the Company held no ordinary shares in the Company in treasury. The above authorities will remain in force until the conclusion of the Company's 2027 Annual General Meeting ("2027 AGM") or 18 September 2027, whichever is the earlier.

The purpose of giving the Directors such authorities is to maintain the Company's flexibility to take advantage of any appropriate opportunities that may arise. The Directors have no present intention to exercise these authorities but consider it prudent to obtain the flexibility that this authority provides.

Resolutions 13 and 14 – Disapplication of Pre-emption Rights

Resolutions 13 and 14 will be proposed as Special Resolutions.

Under Resolution 13, the Directors will be authorised to allot equity securities for cash, or sell treasury shares, without having to offer such shares to existing shareholders in proportion to their existing holdings:

(a) in connection with a rights issue, open offer or other fully pre-emptive offer if required by the rights of those shares or as the Board considers necessary or expedient;

(b) otherwise than pursuant to (a) above, up to an aggregate nominal amount of £1,766,855.28, representing approximately 10% of the Company's issued ordinary share capital as at the Latest Practicable Date; and

(c) otherwise than pursuant to (a) and (b) above, up to an aggregate nominal amount of £353,371.05, representing approximately 2% of the Company's issued ordinary share capital as at the Latest Practicable Date, only for the purposes of a follow-on offer that the Directors determine to be of a kind contemplated by paragraph 3 of section 2B of the Pre-Emption Group's Statement of Principles (as updated in November 2022) (the "Statement of Principles").

Resolution 14 authorises the Directors' to allot equity securities for cash, or sell treasury shares, without having to offer such shares to existing shareholders in proportion to their existing holdings: (i) up to a further maximum nominal amount of £1,766,855.28, representing approximately 10% of the Company's issued ordinary share capital as at the Latest Practicable Date, for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment contemplated by the Statement of Principles which is announced either contemporaneously with the issue, or which has taken place in the preceding twelve month period and is disclosed in the announcement of the issue; and (ii) up to an additional maximum nominal amount of £353,371.05 representing approximately 2% of the Company's issued ordinary share capital as at the Latest Practicable Date only for the purposes of a follow-on offer that the Directors determine to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles.

The combined authority under Resolutions 13 and 14 is for an aggregate nominal value of £3,533,710.56, representing approximately 20% of the Company's issued ordinary share as at the Latest Practicable Date (with an additional 2% in respect of each Resolution for follow-on offers). The renewed authority will remain in force until the conclusion of the 2027 AGM or 18 September 2027, whichever is the earlier.

Resolutions 13 and 14 are being proposed in line with the Statement of Principles and the Company confirms that it will comply with the shareholder protections set out therein.

Resolution 15 – Political Expenditure

Although it has been the Company's practice not to incur political expenditure or otherwise to make payments to political parties and it intends that this will remain the case, the Directors are proposing to renew the authority obtained at the 2025 AGM to incur political expenditure in the terms of Resolution 15 as a precautionary measure, in case any of its normal operating activities are caught by the broad definition of political expenditure contained in section 365 of the Act. The authority sought is capped at £50,000 and will cover the period from the date Resolution 15 is passed until the conclusion of the 2027 AGM (unless such authority has been renewed, revoked, or varied by the Company in general meeting sooner).

The Company and its subsidiaries made no political donations and incurred no political expenditure in the past year.

Resolution 16 – Authorisation to Make Market Purchases

The Company is seeking authority to make purchases in the market of its own shares as permitted by the Act. The authority limits the number of shares which the Company may purchase pursuant to this authority to a maximum of 132,425,803 ordinary shares, being approximately 14.99% of the Company's issued ordinary share capital (as at the Latest Practicable Date) and sets maximum and minimum prices.


IP Group plc Notice of Annual General Meeting

Part I continued

The Act allows the Company to hold shares which have been repurchased as treasury shares and either re-sell them for cash, cancel them (either immediately or in the future) or use them for the purposes of its employee share schemes. This provides the Company with additional flexibility in the management of its share capital. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.

Since launching its previous buyback programme in December 2023 and through its subsequent extensions to its completion in November 2025, the Group purchased a total of 157,968,634 ordinary shares at an average price of 47.5 pence per share, for an aggregate consideration of £75m. All shares purchased under the buyback programme have been cancelled.

Delivering returns for shareholders, including focusing on narrowing the share price discount to the Group's Net Asset Value ("NAV") per share, remains a key focus for the Directors. Under the Group's Capital Allocation Policy, a proportion of cash proceeds from realisations is reinvested and a proportion is used to deliver a cash return for the benefit of shareholders. The Directors regularly consider the mechanism to be used for such cash returns and, as previously announced, this will typically be in the form of share buybacks while the share price discount to NAV exceeds 20%.

The Directors remain committed to this Capital Allocation Policy. Since the completion of the Group's previous buyback programme in 2025 (as referenced above), a further £30m of cash from realisations has been accumulated that can be used for future shareholder returns under the Group's Capital Allocation Policy.

Given this ongoing commitment to returning value to shareholders, the Directors continue to consider it desirable for the authorisation sought by this Resolution to be available to enable the Company to commence a further buyback programme without having to seek further shareholder approval at that time. Accordingly, the Company is seeking shareholder authority to purchase up to 14.99% of the issued ordinary share capital of the Company pursuant to Resolution 16.

In seeking the authority granted by Resolution 16, which will be proposed as a Special Resolution, the Directors are not indicating any commitment to buy back any of the Company's ordinary shares. However, the Directors currently anticipate that this authority, if approved, may be exercised over the next 12 months. Furthermore, the Directors will only exercise the authority to purchase shares if, in the light of market conditions prevailing at the time, they consider that it is in the best interests of the Company's shareholders to do so.

For information, as at the Latest Practicable Date, the Company held no ordinary shares in treasury and no warrants are in issue in relation to its ordinary shares. As at the Latest Practicable Date, the Company had 21,570,683 options and share awards outstanding under its various share schemes that could potentially need to be satisfied by the issue of new shares. This represented 2.44% of the Company's issued ordinary share capital on that date. If the authority under this Resolution is utilised in full, the outstanding options and share awards would represent 2.87% of the issued ordinary share capital of the Company as at the Latest Practicable Date.

This authority shall (unless previously renewed or revoked) remain in force until the conclusion of the 2027 AGM or 18 September 2027, whichever is the earlier.

Resolution 17 - Notice of General Meetings

At the 2025 AGM and pursuant to the ability in the Act to do so, a resolution was passed as a Special Resolution that the minimum period of notice for all general meetings (other than Annual General Meetings) be reduced from 21 clear days' notice to not less than 14 clear days' notice. The Directors wish to continue to preserve this ability and, accordingly, Resolution 17 proposes a renewal of that resolution. This reduced notice period will not be used as a matter of routine for general meetings but only where, taking into account all of the circumstances (including whether the business of the meeting is time sensitive), the Directors consider it appropriate. The approval of this Resolution 17 will be effective until the conclusion of the 2027 AGM when it is intended that a similar Resolution will be proposed. The provisions of the Act require that, in order for the Company to use this ability to call a general meeting on less than 21 clear days' notice, it will also need to make a means of electronic voting available to shareholders for that meeting.

Resolution 18 - Articles of Association

Under Resolution 18, which will be proposed as a Special Resolution, the Company is proposing to adopt new Articles of Association (the "New Articles") in substitution for the existing Articles of Association, principally in order to reflect developments in law and practice since the Company's current articles (the "Current Articles") were last amended substantially in 2021. The principal changes introduced by the new Articles of Association are summarised below:

  • Hybrid meetings: The New Articles clarify the Board's power to convene a hybrid general meeting, being a meeting which has the facilities for members to attend both in a physical place and via electronic platforms. Additional detail has been added regarding the conduct, security, health and safety, and technical failure at hybrid or physical meetings, including powers to make and enforce requirements, and to cancel or adjourn

Latest news, share price and other investor information can be found at www.ipgroupplc.com


IP Group plc Notice of Annual General Meeting

Part I continued

meetings in case of disturbance or technical failure. The New Articles do not give the Directors the power to hold a solely electronic general meeting.

  • Adjournment, postponement or change of general meeting: The New Articles clarify the provisions with respect to the adjournment of general meetings and, in line with current market practice, amend the time period after which notice must be given of the adjourned meeting from fourteen days to three months. In line with current market practice, the New Articles provide flexibility to permit the notice of any change or postponement to be advertised in the manner that the Directors (in their discretion) decide.
  • Directors: The Current Articles do not state a maximum number of directors but, in line with best corporate governance, the New Articles propose that the Company shall have a maximum of 15 directors. The New Articles also require each Director to be subject to annual re-election in line with the Code. Any Director appointed by the Board shall only hold office until the dissolution of the next Annual General Meeting unless appointed during that meeting. The aggregate cap on the fees payable to Non-Executive Directors for their services in the office of Director has been increased to £750,000 per annum. This increase is designed to provide additional flexibility to the Company going forwards.
  • Untraced members: In line with market practice, the New Articles have been modernised in relation to the tracing of untraced members. Under the New Articles, the Company may send a notice to the last registered or known address of the holder and use reasonable steps to trace the holder including, if considered appropriate, using a professional asset reunification company or other tracing agent. Additionally, under the New Articles, in respect of the proceeds of shares sold on behalf of an untraced member, if they are not validly claimed within six years of the sale, they will belong to the Company.
  • Unclaimed dividends: To reflect current market practice, provisions have been included to enable the Company to make use of unclaimed dividends after one year. In addition, the period after which such sums will be forfeited has been amended from twelve years from the date of such sums becoming due for payment to six years.
  • Payment methods: In line with corporate governance guidance, the New Articles allow for greater flexibility in the methods of payment of dividends, including payment by bank transfer, electronic means or any other manner as the Directors may decide.
  • Interest rates: In line with market practice, the New Articles provide that interest should be calculated at the rate of 2% above the base rate set by the Monetary Policy Committee of the Bank of England. The interest rate is used, for example, to calculate interest on sums called in respect of share calls that have not been paid before or on the day appointed for payment.
  • Section 793 notices: In line with market practice, the New Articles provide that, where a member is in default and has failed to comply with a s.793 notice in respect of their shares (the "default shares"), any sanctions attaching to the default shares shall also apply to any new shares issued to such defaulting shareholder as a result of their ownership of the default shares.
  • Nomination notices: The New Articles include provisions setting out the form and content of nomination notices under the "Information Rights" regime in sections 146 to 151 of the Companies Act 2006, which gives members of traded companies who hold shares as nominees the right to allow the underlying owners to receive information about the Company. While this right exists as a matter of law, it is usual practice to include specific provision in a company's articles of association to provide greater certainty regarding the process.
  • Winding up: The New Articles introduce customary provisions relating to any future winding-up of the Company, including the powers of sale of a liquidator.
  • Minor amendments: In addition to the more substantive changes described above, the Directors have also taken the opportunity to incorporate amendments of a minor, technical or clarificatory nature. This includes updated provisions relating to communication via electronic methods, clarifications regarding corporate members and updates to reflect relevant laws, including in relation to the alteration of share capital under the Companies Act 2006, the regulations that apply with respect to uncertificated shares and mental health discrimination legislation.

Shareholder approval is therefore being sought to approve these changes. A copy of the proposed New Articles, as well as a marked up version showing the changes to the Current Articles, is both available on our website at https://www.ipgroupplc.com/investors/shareholder-information/agm and for inspection at 2nd Floor, 3 Pancras Square, King's Cross, London, NIC 4AG during normal business hours (excluding Saturdays, Sundays and bank holidays) from the date of this notice until the conclusion of the Annual General Meeting and for 15 minutes prior to and during the Annual General Meeting. A copy of the proposed New Articles has also been uploaded to the National Storage Mechanism and is available for inspection in accordance with UKLR 10.6.9R.

Action to be taken

If you would like to appoint a proxy to vote on your behalf on the Resolutions set out in the Notice of AGM, please fill in the proxy form sent to you with this document and return it, together with the power of attorney or other


IP Group plc Notice of Annual General Meeting

authority (if any) under which it is signed, to our registrars, MUFG Corporate Markets, by post or hand only to MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL or in accordance with the replied paid details, as soon as possible. They must receive it by no later than 11.00 am on 16 June 2026. Alternatively, you may appoint a proxy electronically via our registrars' Investor Centre app or by accessing the web browser at https://uk.investorcentre.mpms.mufg.com/. You will need to log into your Investor Centre account or register if you have not previously done so. Once you have setup your account you will need to add your shareholding by clicking 'Add Holding' in the 'Portfolio' section and following the on-screen instructions. You will require your Investor Code (IVC) to add your shareholding. You can find your IVC on your share certificate or by contacting our Registrar, MUFG Corporate Markets.

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 our registrars. For further information regarding Proxymity, please go to proximity.io. Your proxy must be lodged by 11.00 am on 16 June 2026 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's 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. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST messages must be received by the issuer's agent (CREST ID No. RA10) by no later than 11.00 am on 16 June 2026.

Electronic communications

The Company actively encourages all shareholders to register for the electronic communications service. You can register for this by using the MUFG Corporate Markets Investor Centre at https://uk.investorcentre.mpms.mufg.com/. If you are not already registered you will require your IVC which can be found on your share certificate.

Recommendation

The Board considers that all the Resolutions to be put to the meeting are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them in respect of their own shareholdings and unanimously recommends that you do so as well.

Yours sincerely,

img-0.jpeg

Sir Douglas Flint
Chairman

Inspection of documents

The following documents will be available for inspection at the registered office of IP Group plc during business hours on any weekday other than a bank holiday from the date of this document until the end of the AGM:

  • a copy of the Current Articles marked to show the changes proposed by Resolution 18, together with a copy of the proposed New Articles;
  • copies of the Executive Directors' service contracts; and
  • copies of the letters of appointment of the Non-executive Directors.

Latest news, share price and other investor information can be found at www.ipgroupplc.com


IP Group plc Notice of Annual General Meeting
9

Part I continued

APPENDIX I - DIRECTOR INFORMATION

Resolution 5 – Michael Queen

Non-Executive Director and Chair Designate: Appointed to the Board in May 2026

Committees: Nomination (Chair Designate) and Remuneration

Experience and Qualifications: Mr Queen brings deep investment and leadership experience, with a strong track record in scaling institutional capital platforms. Michael was formerly Chief Executive of global investment company 3i Group plc, where after 25 years he retired in 2012. He is currently Chair of Coller Capital Ltd, Pro-Chancellor of the University of Surrey, Chair of Thames Tideway Tunnel and a non-executive director of TAQA, a Middle East based industrial group.

Michael has extensive experience in both the public and private sectors. He was previously a member of the Prime Minister's Business Advisory Group and was seconded to HM Treasury to help to develop the potential for the Private Finance Initiative in the NHS as Head of the NHS Private Finance Unit. Michael's experience also include Chair of the British Venture Capital Association and President of Surrey 100.

Resolution 6 – David Baynes

Chief Finance and Operating Officer: Appointed to the Board in March 2014

Committees: None

Experience and Qualifications: Mr Baynes was appointed to the Board in March 2014 following the acquisition by the Group of Fusion IP plc where he held the position of Chief Executive Officer for 10 years. His financial background and expertise, together with his experience gained though his tenure as the Chief Operating Officer of the Group since 2014, provide the experience required to drive the Group's achievement of its financial goals and operating targets. He has a long track record of working successfully with the boards of investee companies as they develop and mature, often in challenging and disruptive circumstances. Mr Baynes brings previous additional experience taking companies from start-up to full listing on the London Stock Exchange, which he has done 3 times, and was also previously Chief Financial Officer of Codemasters Limited.

Resolution 7 – Dr Caroline Brown

Non-Executive Director: Appointed to the Board in July 2019

Committees: Nomination, Audit (Chair) and Remuneration

Experience and Qualifications: Dr Brown has a wealth of experience covering accounting and audit, banking and investments, as well as science and technology, all of which are highly relevant for the Board. Caroline's experience included 15 years in corporate finance with BAML (New York), UBS and HSBC, 15 years as an operating CFO/COO in technology and engineering businesses and 25 years chairing audit and risk committees of listed entities. Dr Brown is a Fellow of the Chartered Institute of Management Accountants and an Independent Director of Ceres Power Holdings Limited, Luceco plc and CAB Payment Holdings plc. She is also a non-executive external member of the global partnership council of Clifford Chance LLP.

Resolution 8 – Heejae Chae

Non-Executive Director: Appointed to the Board in May 2018

Committees: Audit, Nomination and Remuneration (Chair)

Experience and Qualifications: Mr Chae is an experienced public company director, bringing both knowledge of finance and industry, having spent the early part of his career in finance at The Blackstone Group and Credit Suisse First Boston before moving into industry. Mr Chae is Executive Chair at Sysgroup plc. His former positions include Chief Executive Officer of Scapa Group plc, Group Chief Executive of Volex Group plc and Group General Manager for Amphenol Corporation.

Resolution 9 – Aedhmar Hynes

Senior Independent Director: Appointed to the Board in August 2019

Committees: Audit, Nomination and Remuneration

Experience and Qualifications: Ms Hynes brings valuable experience to the Board in relation to technology disruption, digital transformation and marketing and strategic communications. Ms Hynes has multiple years' experience in communications and is the former Chief Executive Officer of Text100, a digital communications agency with 22 offices and over 600 consultants across Europe, Asia and North America. Ms Hynes is a Director of Fluidra S.A, Jackson Family Wines and member of the US Foundation Board of the University of Galway and a Henry Crown Fellow at the Aspen Institution. Ms. Hynes is a trustee of Connecticut Public Broadcasting and The Page Society. Ms Hynes is also the Company's employee designated Non-Executive Director on the Board.


IP Group plc Notice of Annual General Meeting

Part I continued

Resolution 10 – Anita Kidgell

Non-Executive Director: Appointed to the Board in January 2023

Committees: Audit, Nomination and Remuneration

Experience and Qualifications: Ms Kidgell is currently Head of Corporate Strategy at GSK plc, one of the world's leading healthcare companies, and brings to the Board a rare combination of a scientific background together with strategic and communication experience in a leading listed company, adding a fresh dimension to the existing strengths of the Board. Ms Kidgell has spent the majority of her career at GSK in a number of roles including clinical research, science and product communications, strategy and investor relations.

Resolution 11 – Greg Smith

Chief Executive Officer: Appointed to the Board in June 2011

Committees: None

Experience and Qualifications: Mr Smith gained significant knowledge of the Group and the sector in which it operates through his decade's tenure as Chief Financial Officer of the Group, in which role he contributed broadly and successfully to the Group's expansion geographically and in scale. He has deep experience of capital and resource allocation and investment appraisal and this experience, together with his financial expertise, plays a fundamental role in driving the Group's strategy, purpose and vision. Prior to joining the Group, Mr Smith held positions at both Tarchon Capital Management and KPMG. Mr Smith is a Fellow of the ICAEW and holds a degree in Mathematics.

Mr Smith serves on a number of advisory bodies seeking to make the UK's capital markets more accessible to smaller companies, in terms both of public listing and scale-up capital, particularly for those companies whose business is based on innovative science and technology.

Latest news, share price and other investor information can be found at www.ipgroupplc.com


IP Group plc Notice of Annual General Meeting

11

Part II

IP GROUP PLC

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of IP Group plc (the "Company") will be held at its offices at 2nd Floor, 3 Pancras Square, King's Cross, London, NIC 4AG at 11.00 am on 18 June 2026 for the purposes of considering and, if thought fit, passing the following Resolutions of which Resolutions 1 to 12 (inclusive) and 15 will be proposed as Ordinary Resolutions and Resolutions 13, 14 and 16 to 18 will be proposed as Special Resolutions.

  1. To receive the Directors' Report, the Audited Statement of Accounts and Auditor's Report of the Company for the financial year ended 31 December 2025 (the "Annual Report and Accounts").
  2. To approve the Directors' Remuneration Report for the year ended 31 December 2025.
  3. To reappoint KPMG LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid before the shareholders in accordance with the provisions of the Companies Act 2006 (the "Act").
  4. That the Directors be authorised to fix the remuneration of KPMG LLP as auditor of the Company.
  5. To elect Michael Queen as a Director of the Company.
  6. To re-elect Mr David Baynes as a Director of the Company.
  7. To re-elect Dr Caroline Brown as a Director of the Company.
  8. To re-elect Mr Heejae Chae as a Director of the Company.
  9. To re-elect Ms Aedhmar Hynes as a Director of the Company.
  10. To re-elect Ms Anita Kidgell as a Director of the Company.
  11. To re-elect Mr Greg Smith as a Director of the Company.
  12. That the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Act to exercise all the powers of the Company to:

(a) allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares in the Company ("Rights") up to an aggregate nominal amount of £5,888,517.60 (being approximately one third of the Company's issued ordinary share capital as at 8 May 2026, being the latest practicable date prior to the publication of this notice of meeting (the "Latest Practicable Date")); and
(b) allot equity securities (as defined in section 560 of the Act) of the Company up to a further aggregate nominal amount of £5,888,517.60 (being approximately one third of the Company's issued share capital as at the Latest Practicable Date) in connection with an offer by way of a rights issue, open offer or other fully pre-emptive offer,

provided that (i) such authorities shall expire on the earlier of the conclusion of the Company's 2027 Annual General Meeting (the "2027 AGM") and 18 September 2027, and (ii) before such expiry the Company may make any offer or agreement which would or might require shares or equity securities to be allotted or Rights to be granted after such expiry and the Directors may allot such shares or equity securities and grant such Rights pursuant to any such offer or agreement as if the authority conferred by this Resolution 12 had not expired. These authorities shall be in substitution for all other authorities granted to the Directors to allot shares or equity securities and grant Rights.


IP Group plc Notice of Annual General Meeting

Part II continued

For the purposes of this Resolution 12 and Resolution 13 below, "rights issue" means an offer to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class) to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, and any rights issue, open offer or other fully preemptive offer may be subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractions of such securities, the issue, transfer and/or holding of any securities in certificated form or in uncertificated form, the use of one or more currencies for making payments in respect of such offer, any such shares or other securities being represented by depositary receipts, treasury shares or any legal or practical problems arising under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory. References in this Resolution 12 to the allotment of equity securities shall include the sale of treasury shares (within the meaning of section 724 of the Act).

  1. That, subject to and conditional on the passing of Resolution 12, the Directors be and are hereby generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act), payment for which is to be wholly in cash as if section 561(1) of the Act did not apply to any such allotment provided that such power shall be limited:

(a) pursuant to the authority conferred on the Directors by paragraph (a) of Resolution 12:

(i) to or in connection with any rights issue, open offer or other fully pre-emptive offer open for acceptance for a period determined by the Directors, to the holders of ordinary shares on the register on any fixed record date in proportion (as nearly as may be practicable) to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractions of such securities, the issue, transfer and/or holding of any securities in certificated form or in uncertificated form, the use of one or more currencies for making payments in respect of such offer, any such shares or other securities being represented by depositary receipts, treasury shares or any legal or practical problems arising under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory;

(ii) to the allotment of equity securities (other than pursuant to paragraph (a)(i) of this Resolution 13) up to an aggregate nominal amount of £1,766,855.28, representing approximately 10% of the nominal value of the issued ordinary share capital of the Company as at the Latest Practicable Date; and

(iii) (to the allotment of equity securities (other than pursuant to paragraph (a)(i) and a(ii) of this Resolution 13) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a)(ii) 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 Dis-applying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

(b) pursuant to the authority conferred on the Directors by paragraph (b) of Resolution 12, to the allotment of equity securities in connection with a rights issue, open offer or other fully pre-emptive offer.

References herein to the allotment of equity securities shall include the sale of treasury shares (within the meaning of section 724 of the Act). The authority given by this Resolution 13 shall expire at such time as the authorities conferred on the Directors by Resolution 12 expire save that, before the expiry of this authority, the Company may make any offer or agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell any treasury shares, pursuant to any such offer or agreement as if the authority conferred hereby had not expired.

  1. That, subject to and conditional on the passing of Resolution 12, the Directors be and are hereby generally empowered pursuant to sections 570 and 573 of the Act and in addition to any authority granted under Resolution 13, to allot equity securities (as defined in section 560 of the Act), payment for which is to be wholly in cash as if section 561(1) of the Act did not apply to any such allotment provided that such power shall be limited pursuant to the authority conferred on the Directors by Resolution 12:

(a) to the allotment of equity securities up to an aggregate nominal amount of £1,766,855.28, representing approximately 10% of the nominal value of the issued ordinary share capital of the Company as at the Latest Practicable Date used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

Latest news, share price and other investor information can be found at www.ipgroupplc.com


IP Group plc Notice of Annual General Meeting

Part II continued

(b) to the allotment of equity securities (other than pursuant to paragraph (a) of this Resolution 14) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) 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 28 of the Statement of Principles on Dis-applying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

References herein to the allotment of equity securities shall include the sale of treasury shares (within the meaning of section 724 of the Act). The authority given by this Resolution 14 shall expire at such time as the authorities conferred on the Directors by Resolution 12 expire save that, before the expiry of this authority, the Company may make any offer or agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares, pursuant to any such offer or agreement as if the authority conferred hereby had not expired.

  1. That, in accordance with section 366 of the Act, the Company and all companies that are subsidiaries of the Company at any time during the period for which this Resolution 15 has effected be and are hereby authorised to incur political expenditure (as defined in section 365 of the Act) not exceeding £50,000 in total during the period beginning with the date of the passing of this Resolution 15 and ending at the conclusion of the 2027 AGM.

  2. That the Company generally be authorised for the purposes of section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of the Company's ordinary shares on such terms and in such manner as the Directors may from time to time determine, provided that:

(a) the maximum number of ordinary shares hereby authorised to be purchased is 132,425,803 ordinary shares, being approximately 14.99% of the Company's issued ordinary share capital as at the Latest Practicable Date;

(b) the minimum price (exclusive of expenses) that may be paid is 2 pence for each ordinary share being the nominal value thereof;

(c) the maximum price (exclusive of expenses) which may be paid for such shares for so long as the Company's ordinary shares are listed on the Official List shall be the higher of: (i) 5% above the average of the middle market quotations taken from the London Stock Exchange Daily Official List for the 5 business days before the purchase is made; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 16 will be carried out);

(d) the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the 2027 AGM and 18 September 2027; and

(e) the Company may make a contract to purchase its own shares under the authority hereby conferred prior to the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of its ordinary shares in pursuance of any such contract.

  1. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

  2. That, with effect from the conclusion of this Annual General Meeting, the Articles of Association of the Company contained in the document produced to the Annual General Meeting and for the purposes of identification marked "A" and initialled by the Chair of the Annual General Meeting be adopted as the new Articles of Association of the Company in substitution for, and to the exclusion of, all the existing Articles of Association of the Company.

Registered Office
2nd Floor
3 Pancras Square
London
N1C 4AG

By Order of the Board
Angela Leach
Company Secretary

13 MAY 2026

Registered in England and Wales No. 04204490


IP Group plc Notice of Annual General Meeting

Notes

  1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company's registrars via email on [email protected] or on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. If you are outside the United Kingdom, please call +44 (0) 371 664 0300. Calls outside the United Kingdom will be charged at the applicable international rate. The lines are open between 9.00 am–5.30 pm, Monday to Friday excluding public holidays in England and Wales.

  2. To be valid, the proxy form must be completed and lodged, together with the power of attorney or other authority (if any) under which it is signed, or a duly certified copy of such power or authority, with the Company's registrars, MUFG Corporate Markets, by post or hand only to MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL or in accordance with the replied paid details, not less than 48 hours before the time appointed for holding the AGM (excluding non-working days). Alternatively, you may appoint a proxy electronically via the registrars' Investor Centre app or at https://uk.investorcentre.mpms.mufg.com/ (see below). You will need to log into your Investor Centre account or register if you have not previously done so. Once you have setup your account you will need to add your shareholding by clicking 'Add Holding' in the 'Portfolio' section and following the on-screen instructions. You will require your Investor Code (IVC) to add your shareholding. You can find your IVC on your share certificate or by contacting our Registrar, MUFG Corporate Markets.

  3. Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com/.

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  1. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 11 below) or the appointment of a proxy via the Proxymity platform will not prevent a member attending the AGM and voting in person if they wish to do so. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.

  2. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 am on 16 June 2026 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's 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. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

  3. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between them and the member by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. Such persons should direct any communications and enquiries to the registered holder of the shares by whom they were nominated and not to the Company or its registrars.

Latest news, share price and other investor information can be found at www.ipgroupplc.com


IP Group plc Notice of Annual General Meeting

Notes continued

  1. The statement of the rights of members in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of the Company.

  2. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), members must be registered in the Register of Members of the Company at the close of business on 16 June 2026 (or, if the AGM is adjourned, such time being not more than 48 hours prior to the time fixed for the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.

  3. As at 8 May 2026 (being the latest practicable date prior to the publication of this notice of meeting) the Company's issued share capital consisted of 883,427,642 ordinary shares, carrying one vote each. The Company holds no treasury shares. Therefore, the total voting rights in the Company as at 8 May 2026 were 883,427,642.

  4. CREST members who wish to appoint a proxy through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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.

  5. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is 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 (CREST ID No. RA10) by 11.00 am on 16 June 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

  6. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK and International Limited does not make available special procedures in CREST for any particular message. 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, 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

  7. 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.

  8. To change your proxy instructions, you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the proxy form and would like to change the instructions using another proxy form, please contact MUFG Corporate Markets. The deadline for receipt of proxy appointments (see paragraph 2 above) also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, those received last by MUFG Corporate Markets will take precedence.

  9. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided they do not do so in relation to the same shares.

  10. Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act to publish on a website.


IP Group plc Notice of Annual General Meeting

Notes continued

  1. Any member or their proxy attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if (a) to do so would involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company for the question to be answered. Questions may also be asked in advance by email to [email protected]. For further details see Part I of this document. IP Group plc Notice of Annual General Meeting 15

  2. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.ipgroupplc.com/investors/shareholder-information/agm.

  3. Copies of each Director's service contract or letter of appointment and a copy of the proposed New Articles (as well as a marked up version showing the changes to the Current Articles) are available for inspection at the registered office of the Company during normal business hours on any weekday (public holidays excepted) and will be available for inspection at the AGM (for at least 15 minutes prior to and during the AGM).

  4. You may not use any electronic address provided either in the Notice of AGM or any related documents (including the Chair's letter and proxy form) to communicate for any purposes other than those expressly stated.

  5. Unacceptable behaviour will not be tolerated at the AGM and it will be dealt with appropriately by the Chair.

  6. The Company may process personal data of attendees at the meeting. This may include webcasts, photos, recordings and audio and video links, as well as other forms of personal data, including name, contact details and the votes cast. The Company shall process such personal data in accordance with its privacy policy, which can be found at www.ipgroupplc.com/site-services/privacy-policy.

  7. Details of the notifications received by the Company of interests of 3% or more of the voting rights of the Company in accordance with Chapter 5 of the FCA's Disclosure Guidance and Transparency Rules ("DTR 5") as at 28 February 2026 are given on page 97 of the Annual Report and Accounts. From 28 February 2026 until 8 May 2026 (being the latest practicable date prior to publication of this Notice), the Company received notifications of the following interests in accordance with DTR 5 (based on the most recent notification received in the case of multiple notifications):

Shareholder %
Saba Capital^{1} 13.02
Bank of America^{1} 6.12
Jefferies^{1} 3.95

No further changes to voting interests were disclosed to the Company between 1 January 2026 and 8 May 2026.

1 Includes exposure through financial instruments to which voting rights are attached

Latest news, share price and other investor information can be found at www.ipgroupplc.com