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LMS CAPITAL PLC

Post-Annual General Meeting Information May 15, 2025

4881_agm-r_2025-05-15_1fdc8b96-cdd3-4355-b5fb-5f7b6ed54fac.pdf

Post-Annual General Meeting Information

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COMPANY NO 05746555

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF

LMS CAPITAL PLC

(the Company)

The following resolutions were passed at the Annual General Meeting of the Company held on 14 May 2025

ORDINARY RESOLUTION

THAT, the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") and in substitution for all existing authorities under that section, to exercise all the powers of theCompany to allot shares in theCompany orto grantrights to subscribe for, orto convert any security into, shares in theCompany (the "Rights") up to an aggregate nominal amount of £2,690,915 during the period commencing on the date ofthe passing of this resolution and expiring (unless previously varied as to duration, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of theCompany to be held in 2026 or on 13August 2026,whicheverisearlier, exceptthattheCompany shall be entitled before such expiry to make an offer or agreement which would or mightrequire shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights in pursuance of any such offer or agreement as if this authority had not expired.

SPECIALRESOLUTIONS

THAT, subject to the passing of resolution 10 above, the Directors be empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the general authority conferred on them by resolution 10 and/or to sell equity securities held by the Company as treasury shares for cash pursuant to section 727 of the Act, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

a) any such allotment and/or sale of equity securities in connection with an offer by way of a rights issue or other pre-emptive offer or issue, open for acceptance for a period fixed by the Directors, made to holders ofordinary shares (otherthan theCompany) on the register on any record date fixed by theDirectors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as theDirectors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising inany overseas territory,the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

b) any such allotment and/or sale, otherwise than pursuant to paragraph (a) above, of equity securities up to, in the case of ordinary shares, a nominal amount or, in the case of any other equity securities, giving the rightto subscribe for or convertinto ordinary shares having a nominal amount, not exceeding in aggregate £403,637 and this power shall expire at such time as the general authority conferred on theDirectors by resolution 10 expires, except that theCompany shall be entitled before such expiry to make offers or agreements which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares under any such offer or agreement as if this power had not expired.

THAT the Company be and is generally and unconditionally authorised for the purposes of section 701 ofthe Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10 pence each in the capital of the Company, provided that:

  • a) the maximum number of shares which may be purchased in total is 8,072,745;
  • b) the minimum price (exclusive of expenses) that may be paid for a share is 10 pence;
  • c) the maximum price (exclusive of expenses) that may be paid for a share is the higher of (i) 5% above the average of the middle market quotations for the ordinary shares as derived from the Daily Official List for the five business days immediately before the day on which the Company purchases that share; (ii) the price of the last independent trade on the trading venue where the purchase is carried out; and (iii) the highest current independent purchase bid on that venue; and
  • d) the authority conferred by this resolution shall, unless previously renewed, expire atthe conclusion ofthe Company's AnnualGeneralMeeting tobe held in 2026 oron 13August 2026,whicheveris earlier, except that the Company may, before such expiry, enter into a contract for the purchase of shares which would or might be completed wholly or partly after such expiry and the Company may purchase shares under any such contract as if this authority had not expired.

THAT a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.

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