Molten Ventures PLC — Proxy Solicitation & Information Statement 2022

Jun 27, 2022

THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. 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 immediately seek your own advice from a stockbroker, solicitor, accountant or other professional who is duly authorised and regulated under the UK Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom or, if you are resident in the Republic of Ireland, is duly authorised under the European Communities (Markets in Financial Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act 1995 (as amended), or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom or the Republic of Ireland.

If you have sold or otherwise transferred all of your ordinary shares please pass this document together with the enclosed form of proxy 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 ordinary shares.

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MOLTEN VENTURES PLC
(Incorporated and registered in England and Wales with registered number 09799594)

Notice of 2022 Annual General Meeting

Your attention is drawn to the letter from the Chair of Molten Ventures plc (the 'Company') on page 2 of this document, which sets out how the meeting will be conducted and also recommends voting in favour of the resolutions to be proposed at the 2022 Annual General Meeting referred to below.

Notice of the Annual General Meeting of the Company, to be held at 20 Garrick Street, London WC2E 9BT at 10 a.m. on 3 August 2022, is set out on pages 3 to 8 of this document. Shareholders will find enclosed with this document a form of proxy for use at the Annual General Meeting, which should be completed in accordance with the instructions printed thereon and returned to the Company's registrar, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Alternatively, where Shareholders are CREST members, they can submit a CREST Proxy Instruction, and institutional investors may also be able to appoint a proxy electronically via the Proxymity platform. Further details are given in the 'Further Notes' to the Notice of General Meeting. Unless the form of proxy, CREST Proxy Instruction or Proxymity electronic proxy appointment is received by 10 a.m. on 1 August 2022, it will be invalid.

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Letter from the Chair

24 June 2022

Dear Shareholder,

On behalf of the directors of Molten Ventures plc (together the 'Directors' or the 'Board'), I am writing to provide you with details of the 2022 Annual General Meeting ('AGM') of Molten Ventures plc (the 'Company') which will be held at 20 Garrick Street, London WC2E 9BT at 10 a.m. (London time) on 3 August 2022.

Due to COVID-19, we have had to hold our last two AGMs subject to restrictions on travel and attendance that were in place at the time. Although these did not unduly impact the proceedings at our AGMs in 2020 and 2021, we look forward to being able to welcome any Shareholders who wish to attend this year's AGM in person. Should you wish to attend, we request that you email the Company Secretary in advance at cosec@molten.vc. Please note this does not affect your legal right to attend the meeting.

Although COVID-19 infection rates appear to be declining, we continue to take steps to protect the health and safety of our Shareholders and staff. We therefore recommend that AGM attendees take a lateral flow test before attending in-person. Please do not attend if you are feeling unwell with any COVID-19 symptoms.

Notice of AGM

The formal Notice of AGM is set out on the following pages of this document, detailing the resolutions that Shareholders are being asked to vote on along with explanatory notes of the business to be conducted at the AGM.

Voting

Voting on the business of the meeting will be conducted by way of a poll. The results of voting on the resolutions will be posted on the Company's website as soon as practicable after the AGM.

Action to be taken

Whether or not you propose to attend the AGM, it is important that you complete, sign and return a form of proxy ('Proxy Form') or vote electronically. This will not prevent you from attending and voting at the AGM in person if you wish to do so, subject to the prevailing UK Government guidance, the restrictions set out in this document, or subsequently notified on our website and, where appropriate, via an announcement on a regulatory news announcement. CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the AGM, and institutional investors may also be able to appoint a proxy electronically via the Proxymity platform, in each case as detailed in the 'Further Notes' to the Notice of AGM on pages 5 to 8.

Please note that all Proxy Forms and appointments must be received by 10 a.m. on 1 August 2022.

If I am appointed as proxy I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the resolutions to be proposed at the AGM.

Recommendation

The Board considers that the resolutions set out in the Notice of AGM are in the best interests of the Company and its Shareholders as a whole. The Directors therefore recommend that Shareholders vote in favour of each of the resolutions, as they intend to do in respect of their own shareholdings.

Yours faithfully

Karen Slatford

Chair

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Notice of the Annual General Meeting

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING ('AGM') of Molten Ventures plc (the 'Company') will be held at 20 Garrick Street, London WC2E 9BT on 3 August 2022 at 10 a.m.

The AGM will be held to consider, and if thought appropriate, pass the following resolutions of which resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions, and resolutions 15 to 17 (inclusive) will be proposed as special resolutions. Voting on all resolutions will be by way of a poll.

Ordinary Resolutions

Reports and Accounts

1. To receive the Directors' report and the accounts for the Company for the financial year ended 31 March 2022 (the "Annual Report").

Directors' Remuneration

1. To approve the Directors' Remuneration Report for the financial year ended 31 March 2022, excluding the Directors' Remuneration Policy, set out on pages 103 to 121 of the Annual Report.
2. To approve the Directors' Remuneration Policy, the full text of which is set out on pages 105 to 111 of the Annual Report.

Directors

1. To elect Sarah Gentleman as a Director.
2. To elect Gervaise Slowey as a Director.
3. To re-elect Karen Slatford as a Director.
4. To re-elect Martin Davis as a Director.
5. To re-elect Stuart Chapman as a Director.
6. To re-elect Ben Wilkinson as a Director.
7. To re-elect Grahame Cook as a Director.
8. To re-elect Richard Pelly as a Director.

Auditor

1. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next annual general meeting of the Company at which the Company's accounts are laid.
2. To authorise the Audit, Risk and Valuations Committee of the Company to determine the remuneration of the auditor.

Directors' authority to allot shares

1. To generally and unconditionally authorise the Directors pursuant to and in accordance with Section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:

a. up to an aggregate nominal amount of £509,999.51; and
b. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £509,999.51 in connection with an offer by way of a rights issue,

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next Annual General Meeting or on 30 September 2023, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this Resolution, 'rights issue' means an offer to:

i. ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

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, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

Special Resolutions

Disapplication of pre-emption rights

1. That if Resolution 14 is passed, the Directors be authorised to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:

a. to allotments for rights issues and other pre-emptive issues; and
b. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £76,499.92,

such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 September 2023 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

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Notice of the Annual General Meeting continued

1. That if Resolution 14 is passed, the Directors be authorised in addition to any authority granted under Resolution 15, to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be:

a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £76,499.92; and
b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines 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,

such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 September 2023 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Authority to purchase own shares

1. To unconditionally and generally authorise the Company for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693(4) of the 2006 Act) of ordinary shares of £0.01 each in the capital of the Company provided that:

a. the maximum number of ordinary shares which may be purchased is 15,299,985;
b. the minimum price which may be paid for each share is £0.01;
c. the maximum price which may be paid for an ordinary share is an amount equal to the higher of

i. an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
ii. the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out,

in each case, exclusive of expenses.

The authority conferred by this resolution will expire on the earlier of the conclusion of the next annual general meeting of the Company and 30 September 2023 save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.

Notice of general meetings

1. To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.

By order of the Board

Gareth Faith

Company Secretary

24 June 2022

Molten Ventures plc

Registered in England and Wales No. 9799594

Registered office: 20 Garrick Street, London WC2E 9BT

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Explanatory Notes to the Notice of Annual General Meeting

THE NOTES ON THE FOLLOWING PAGES GIVE AN EXPLANATION OF THE PROPOSED RESOLUTIONS.

Resolutions 1 to 14 are proposed as ordinary resolutions. For each of these Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution. Resolutions 15 to 18 are proposed as special resolutions. For each of these Resolutions to be passed, at least three-quarters of the votes cast must be in favour of the Resolution.

Resolution 1: Report and Accounts

The first item of business is the receipt by the Shareholders of the Directors' report and the accounts of the Company for the year ended 31 March 2022. The Directors' report, the accounts and the report of the Company's auditor on the accounts are contained within the Annual Report for the year ended 31 March 2022.

Resolution 2: Directors' Remuneration Report

This resolution seeks Shareholder approval of the Directors' Remuneration Report, excluding the Directors' Remuneration Policy which is set out on pages 103 to 121 of the Annual Report.

The Company's auditor, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 128 to 133 of the Annual Report.

This resolution is subject to an 'advisory vote' by Shareholders. In the event that the resolution is not passed, payments made or committed to be made to Directors will not have to be repaid, reduced or withheld.

Resolution 3: Directors' Remuneration Policy

The Directors' Remuneration Policy (the "Policy") is contained in the Directors' Remuneration Report and can be found at pages 105 to 111 of the Annual Report. As the Company is now a constituent of the Main Market of the London Stock Exchange, Directors are required to seek Shareholder approval for a Remuneration Policy at least every three years, except in the event that a change to the Policy is proposed or the advisory vote on the Directors' Remuneration Report is not passed in any year subsequent to the approval of the Policy. Accordingly, and as indicated to Shareholders in the Annual Report for the year ended 31 March 2021, the 2021 AGM Notice and the Main Market prospects issued 19 July 2021, the Remuneration Committee recommended that the Policy be submitted for Shareholder approval at the 2022 AGM.

Accordingly, Shareholders are invited to approve the Policy by voting on resolution 3. The Policy sets out the Company's forward looking policy on Directors' remuneration and is subject to a binding Shareholder vote. If resolution 3 is passed, the Policy will take effect from the date of the AGM (the "Effective Date") and, from the Effective Date, the Company may not make a remuneration payment or payment for loss of office to a person who is, or is to be, or has been a director of the Company unless that payment is consistent with the approved Policy, or such payment has otherwise been approved by a Shareholders' resolution. If resolution 3 is not passed, the Board will seek to convene a general meeting at the earliest possible date to seek shareholder approval for a revised version of the Policy. The remuneration policy in effect as at the date of the Company's admission to the Main Market will remain in operation until such date.

Resolutions 4 to 11: Election and Re-election of Directors

In accordance with the Company's Articles of Association all directors of the Company, having not previously been elected by Shareholders, are required to submit themselves for election by Shareholders. Therefore Sarah Gentleman and Gervaise Slowey, both of whom have been appointed to the Board since the 2021 AGM, will submit themselves for election by Shareholders at the 2022 AGM.

In addition, in line with the UK Corporate Governance Code requirement that all other Directors submit themselves for re-election by Shareholders, all of the other Directors are submitting themselves for re-election by Shareholders at the 2022 AGM.

Biographical details of each of the Directors who are seeking election or re-election appear on pages 84 to 85 of the Annual Report for the year ended 31 March 2022. The Board believes that each Director brings considerable and wide ranging skills and experience to the Board as a whole and continues to make an effective and valuable contribution to the deliberations of the Board. Each Director has continued to perform effectively and demonstrate commitment to their role and their contribution continues to be important to the Company's long-term sustainable success.

The Board carries out a review of the independence of its Directors on an annual basis. In considering the independence of the independent non-executive Directors proposed for re-election, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers each of Grahame Cook, Sarah Gentleman, Richard Pelly and Gervaise Slowey to be independent in accordance with the UK Corporate Governance Code.

Resolution 12: Re-appointment of Auditor

The auditors of a company must be appointed or re-appointed at each general meeting at which the accounts are laid. Resolution 12 proposes, on the recommendation of the Audit, Risk and Valuations Committee, the re-appointment of PricewaterhouseCoopers LLP as the Company's auditor, until the conclusion of the next general meeting of the Company at which accounts are laid.

Resolution 13: Remuneration of Auditor

This Resolution seeks shareholder consent for the Audit, Risk and Valuations Committee to set the remuneration of the Auditor.

Resolution 14: Directors' authority to allot

The purpose of Resolution 14 is to renew the Directors' power to allot shares. The authority in paragraph (A) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to approximately one third of the total issued ordinary share capital of the Company (exclusive of treasury shares) which as at 14 June 2022, being the latest practicable date prior to publication of this notice (the "Latest Practicable Date"), is equivalent to a nominal value of £509,999.51.

The authority in paragraph (B) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of £509,999.51, which is equivalent to approximately one third of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at the Latest Practicable Date. The Company currently holds no shares in treasury.

There are no present plans to undertake a rights issue or to allot new shares other than in connection with employee share incentive plans. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise. If they do exercise the authorities to allot shares, the Directors intend to follow Investment Association recommendations concerning their use (including as regards the Directors standing for reappointment in certain cases).

If the Resolution is passed the authority will expire on the earlier of 30 September 2023 and the end of the Annual General Meeting in 2023.

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Explanatory Notes to the Notice of Annual General Meeting
continued

Resolutions 15 and 16: Disapplication of pre-emption rights

If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to Shareholders in proportion to their existing holdings.

Resolution 15 deals with the authority of the Directors to allot new shares or other equity securities pursuant to the authority given by Resolution 14, or sell treasury shares, for cash without the shares or other equity securities first being offered to Shareholders in proportion to their existing holdings. Such authority shall only be used in connection with a pre-emptive offer, or otherwise, up to an aggregate nominal amount of £76,499.92, being approximately 5% of the total issued ordinary share capital of the Company as at the Latest Practicable Date. As at the Latest Practicable Date, the Company holds no treasury shares.

The Pre-emption Group Statement of Principles supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities (and sales of treasury shares for cash) representing no more than an additional 5% of issued ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment. The Pre-emption Group's Statement of Principles defines 'specified capital investment' as meaning one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to Shareholders to enable them to reach an assessment of the potential return.

Accordingly, and in line with the template resolutions published by the Pre-emption Group, Resolution 16 seeks to authorise the Directors to allot new shares and other equity securities pursuant to the authority given by Resolution 14, or sell treasury shares, for cash up to a further nominal amount of £76,499.92, being approximately 5% of the total issued ordinary share capital of the Company as at the Latest Practicable Date, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue.

If the authority given in Resolution 16 is used, the Company will publish details of any such placing or fundraising in its next annual report.

If Resolutions 15 and 16 are passed, the authorities will expire at the end of the next AGM or on 30 September 2023, whichever is the earlier.

The Board considers the authorities in Resolutions 15 and 16 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a rights issue or other pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions.

The Board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles not to allot shares for cash on a non-pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling three-year period other than (i) after prior consultation with Shareholders or (ii) in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

Resolution 17: Purchase of own shares

The effect of Resolution 17 is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 15,299,985 ordinary shares, until the end of the next AGM or 30 September 2023, whichever is the earlier. This represents 10% of the ordinary shares in issue (excluding shares held in treasury) as at the Latest Practicable Date.

The Company may purchase shares at prices which are above the last published net asset value per share. The maximum price (exclusive of expenses) payable per share under this authority is the highest of:

i. an amount equal to 5% above the average market value of a share for the five business days immediately preceding the day on which that share is contracted to be purchased; and
ii. the higher of the price of the last independent trade and the highest current independent purchase bid on the London Stock Exchange.

Pursuant to the 2006 Act, the Company can hold any shares which are repurchased as treasury shares and either re-sell them for cash or cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. Holding the repurchased shares as treasury shares will give the Company the ability to re-sell or transfer them in the future and will provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares. Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently re-sold or transferred out of treasury).

The Directors consider it desirable and in the Company's interests for Shareholders to grant this authority. The Directors have no present intention to exercise this authority, and will only do so if and when conditions are favourable with a view to enhancing net asset value per share.

The Company will not, save in accordance with a predetermined, irrevocable and non-discretionary programme, repurchase shares in the period immediately preceding the preliminary announcement of its annual or interim results as dictated by the Listing Rules or UK Market Abuse Regulation or, if shorter, between the end of the financial period concerned and the time of a relevant announcement or, except in accordance with the Listing Rules and the UK Market Abuse Regulation, at any other time when the Directors would be prohibited from dealing in shares.

Options to subscribe for a total of 3,745,855 shares, being 2.45% of the issued ordinary share capital (excluding treasury shares), were outstanding at the Latest Practicable Date. If the existing authority given at the 2021 AGM and the authority being sought under Resolution 17 were to be fully utilised, these would represent 3.06% of the Company's issued ordinary share capital (excluding treasury shares) at that date.

Resolution 18: Notice of general meetings

Under the 2006 Act, the notice period required for all general meetings of the Company is 21 clear days, although Shareholders can approve a shorter notice period for general meetings that are not annual general meetings, which cannot however be less than 14 clear days. Annual general meetings will continue to be held on at least 21 clear days' notice. The shorter notice period for which Shareholder approval is sought under Resolution 18 would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole. In the event that a general meeting is called on less than 21 clear days' notice, the Company will meet the requirements for electronic voting under The Companies (Shareholders' Rights) Regulations 2009. Shareholder approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

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Further Notes to the Notice of Annual General Meeting

Entitlement to attend and vote

1. Only those Shareholders registered in the Company's register of members as at 6:30 p.m. on 1 August 2022, or, if this meeting is adjourned, at 6:30 p.m. on the day which is two business days' prior to the adjourned meeting, shall be entitled to attend and vote at the 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 meeting.

Appointment of proxies

1. Shareholders are entitled to appoint one or more proxies to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. Shareholders may appoint proxies using the following methods:

a. Proxy Form

A Proxy Form is enclosed with this Notice. Proxy Forms may also be obtained on request from the Company's registered office. In order to be valid any Proxy Form must be returned duly completed no later than 10 a.m. on 1 August 2022 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting), in hard copy form by post, by courier, or by hand to the Company's registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

In the case of joint holders, any one holder may vote. If more than one holder is present at the meeting, only the vote of the senior will be accepted, seniority being determined by the order in which the names appear on the register.

To appoint more than one proxy, the Proxy Form should be photocopied and the name of the proxy to be appointed indicated on each form together with the number of shares that such proxy is appointed in respect of (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

b. Using the CREST proxy voting service

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in note 4 below. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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.

c. Using the Proxymity platform

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 the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10 a.m. on 1 August 2022 in order to be considered valid. 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.

1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the 2006 Act ("nominated persons"). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

2. In order for a proxy appointment to be valid, all Proxy Forms and appointments, whether postal or electronic, must be received by the Company's registrar by 10 a.m. on 1 August 2022 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).

3. The return of a completed Proxy Form, any CREST Proxy Instruction or electronic proxy appointment via the Proxymity platform (as described in note 2 above) will not prevent a Shareholder attending the AGM and voting in person if they wish to do so.

Corporate representatives

1. A corporation which is a member can appoint one or more corporate representatives to exercise on its behalf all of its powers as a member provided that more than one corporate representative does not do so in relation to the same shares.

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Further Notes to the Notice of Annual General Meeting continued

Automatic poll voting

1. Voting will be conducted on a poll at the AGM. On a poll vote every Shareholder will, through their proxy, have one vote for every ordinary share of which they are the holder. The results of the poll will be published on the Company's website and notified to the London Stock Exchange once the votes have been counted and verified. Shareholders are reminded of their right under section 360BA of the 2006 Act to request, within thirty days of the general meeting, information which enables them to determine that their vote on a poll at the general meeting was validly recorded and counted by the Company.

Total Voting Rights

1. The total number of issued Ordinary Shares in the Company on 14 June 2022, which is the latest practicable date before the publication of this document, is 152,999,853. The Company holds no shares in treasury. Therefore, the total number of votes exercisable as at 14 June 2022 is 152,999,853.

Documents on display

1. Copies of the Executive Directors' service contracts and letters of appointment of the Non-Executive Directors may be inspected during normal business hours on any weekday (public holidays excepted) at the registered office of the Company at 20 Garrick Street, London WC2E 9BT up to and including the date of the AGM.

Questions

1. Each Shareholder physically attending the AGM has the right to ask questions relating to the business being dealt with at the meeting which, in accordance with Section 319A of the 2006 Act and subject to some exceptions, the Company must cause to be answered. The Company will also again offer a facility by which Shareholders unable to attend the AGM in person may submit questions in advance of the meeting relating to the business being dealt with at the AGM that they would have asked had they been able physically attend. To submit a question, please email cosec@molten.vc by 6.30 p.m. on 1 August 2022. We will endeavor to ensure that any questions submitted are addressed at the AGM, and to publish an appropriate summary of responses to any questions raised on our website following the AGM.

Website & Communications

1. A copy of this notice, and other information required by section 311A of the 2006 Act, can be found in the investors section of the Company's website at https://investors.moltenventures.com/.

2. You may not use any electronic address provided either in this notice of meeting or any related documents (including the Proxy Form) to communicate with the Company for any purpose other than those expressly stated.

3. Shareholders should note that, under Section 527 of the 2006 Act 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 Annual General Meeting for the financial year ended 31 March 2022; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year ended 31 March 2022 ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the Shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the 2006 Act. Where the Company is required to place a statement on a website under Section 527 of the 2006 Act, 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 Annual General Meeting for the relevant financial year includes any statement that the Company has been required under Section 527 of the 2006 Act to publish on a website.