Molten Ventures PLC — Proxy Solicitation & Information Statement 2026

Jun 9, 2026

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 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 2026 Annual General Meeting

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Your attention is drawn to the letter from the Chairman of Molten Ventures plc (the 'Company') on page 3 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 2026 Annual General Meeting.

Notice of the Annual General Meeting of the Company, to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU at 10.00 am on Wednesday, 22 July 2026, is set out on pages 4 to 12 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 Highdown House, Yeoman Way, Worthing 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. Shareholders can also submit their proxy appointment electronically at www.shareview.co.uk. Further details are given in the 'Further Notes' to the Notice of Annual General Meeting. The form of proxy, or any electronic proxy appointments must be received by 10.00 am on Monday, 20 July 2026, or it will be invalid.

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Letter from the Chairman

9 June 2026

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 2026 Annual General Meeting (‘AGM’) of Molten Ventures plc (the ‘Company’) which will be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside SE1 2AU at 10.00 am on Wednesday 22 July 2026. 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 that whether or not you inform us in advance of your attendance does not affect your legal right to attend the meeting.

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.

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. CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the AGM, institutional investors may also be able to appoint a proxy electronically via the Proxymity platform, and shareholders can appoint electronically via www.shareview.co.uk, in each case as detailed in the ‘Further Notes’ to the Notice of AGM on pages 9 and 10.

Please note that all Proxy Forms and appointments must be received by 10.00 am on Monday 20 July 2026.

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.

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, the address of which is as follows: https://www.moltenventures.com.

Recommendation

The Board considers that the ordinary resolutions and the special 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 in the Company.

Yours faithfully

Laurence Hollingworth

Chairman

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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 the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU at 10.00 am on Wednesday 22 July 2026.

The AGM will be held to consider, and if thought appropriate, pass the following resolutions of which resolutions 1 to 14 (inclusive) and resolution 19 will be proposed as ordinary resolutions, and resolutions 15 to 18 (inclusive) will be proposed as special resolutions. Voting on all resolutions will be by way of a poll.

Ordinary Resolutions

Report and Accounts

1. To receive the Annual Report and Accounts for the Company for the financial year ended 31 March 2026 (the 'Annual Report').

Directors' Remuneration

1. To approve the Directors' Remuneration Report for the financial year ended 31 March 2026, excluding the Directors' Remuneration Policy, set out on pages 103 to 127 of the Annual Report.
2. To approve the Directors' Remuneration Policy, the full text of which is set out on pages 111 to 117 of the Annual Report.

Directors

1. To re-elect Stuart Chapman as a Director.
2. To re-elect Grahame Cook as a Director.
3. To re-elect Sarah Gentleman as a Director.
4. To re-elect Laurence Hollingworth as a Director.
5. To re-elect Lara Naqushbandi as a Director.
6. To re-elect Gervaise Slowey as a Director.
7. To re-elect Ben Wilkinson as a Director.
8. To re-elect Andrew Zimmermann 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 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 £579,845.84 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (b) of this resolution in excess of such sum); and
b. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to an aggregate nominal amount of £1,159,691.68 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (a) of this resolution) in connection with a fully pre-emptive offer:

i. to ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. to 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,

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 or the requirements of any regulatory body or stock exchange.

The authorities conferred by this resolution shall apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and shall, unless renewed, varied or revoked by the Company, expire at the end of the next AGM or on 30 September 2027, 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 has expired.

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 to:

a. the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under paragraph (b) of Resolution 14, by way of a fully pre-emptive offer only):

i. to ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. to 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,

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 or the requirements of any regulatory body or stock exchange;

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Notice of the Annual General Meeting

continued

b. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this resolution) to any person up to an aggregate nominal amount of £173,953.75; and

c. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) of this resolution) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this resolution, 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 Statements 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 2027 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 (or 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.

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 £173,953.75, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or a specified 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

b. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this resolution) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) of this resolution, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the 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 2027 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 (or 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 17,395,375 (representing approximately 10% of the Company's issued ordinary share capital (excluding shares held in treasury) as at 5 June 2026);

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 AGM of the Company and 30 September 2027 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 AGM on not less than 14 clear days' notice.

Ordinary Resolution

Approval and adoption of Long Term Incentive Plan

1. That:

a. the rules of the Molten Ventures plc 2026 Long Term Incentive Plan (the 'Plan') in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification, the principal terms of which are summarised in the Appendix to this Notice of AGM, be and are hereby approved and the directors of the Company (the 'Directors') be and are hereby generally authorised to adopt the Plan and do all acts and things that they consider necessary or expedient to give effect to the Plan; and

b. the Directors be and are hereby authorised to adopt further plans based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the Plan.

By order of the Board

Gareth Faith

Company Secretary

9 June 2026

Molten Ventures plc

Registered in England and Wales No. 09799594

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 (inclusive) and resolution 19 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 (inclusive) 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 Shareholders of the Annual report and accounts of the Company for the year ended 31 March 2026. The Directors' report, the accounts and the report of the Company's auditor on the accounts are contained within the Annual Report.

Resolution 2: Directors' Remuneration Report

This resolution seeks Shareholder approval of the Directors' Remuneration Report, excluding the new Directors' Remuneration Policy, which is set out on pages 103 to 127 of the Annual Report.

The Company's auditor, PricewaterhouseCoopers LLP, has audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 134 to 140 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 that is currently in force was approved by shareholders at the Company's 2025 AGM. Resolution 3 seeks Shareholder approval for a proposed new Directors' Remuneration Policy (the 'Policy') following a thorough review of the Company's remuneration framework by the Remuneration Committee. The Policy, together with details of differences to the current Directors' Remuneration Policy (including details of the proposed new Long Term Incentive Plan) can be found in the Directors' Remuneration Report at pages 111 to 117 of the Annual Report. As outlined in the letter from the Chair of the Remuneration Committee, the Company engaged extensively with its largest Shareholders and with key UK proxy agencies in the development of the Policy.

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.

The Company is required to seek Shareholder approval for a Directors' 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, if the Policy is approved, it is expected to apply for the next three years unless amended earlier by Shareholder approval in general meeting.

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.

Resolutions 4 to 11: Re-election of Directors

In accordance with the UK Corporate Governance Code all Directors are submitting themselves for annual re-election by Shareholders at this 2026 AGM. Biographical details of each of the Directors who are seeking re-election appear on pages 84 and 85 of the Annual Report. 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 each of their contributions continue to be important to the Company's long-term sustainable success.

The Board carries out a review of the independence of 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 Laurence Hollingworth, Grahame Cook, Sarah Gentleman, Lara Naqushbandi 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 Ordinary Shares

The purpose of Resolution 14 is to renew the Directors' power to allot shares. If passed, the resolution will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares:

i. up to an aggregate nominal amount equal to £579,845.84 (representing 57,984,584 ordinary shares of £0.01 each) as reduced by allotment or grant of rights under paragraph (b) of the resolution in excess of this amount. This amount (before any reduction) represents approximately one third of the Company's issued ordinary share capital (exclusive of treasury shares) as at 5 June 2026, being the latest practicable date prior to publication of this notice (the 'Latest Practicable Date'); and

ii. comprising equity securities in connection with a fully pre-emptive offer only, up to an aggregate nominal amount equal to £1,159,691.68 (representing 115,969,168 ordinary shares of £0.01 each) as reduced by any allotment or grant of rights under paragraph (a) of the resolution. This amount (before any reduction) represents approximately two-thirds of the Company's issued ordinary share capital (exclusive of treasury shares) as at the Latest Practicable Date.

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Explanatory Notes to the Notice of Annual General Meeting
continued

As at close of business on 9 June 2026, the Company held 15,092,698 ordinary shares in treasury which represents approximately 8.68% of the Company's issued ordinary shares (excluding treasury shares) as at the Latest Practicable Date.

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 Resolution 14 is passed the authority will expire on the earlier of 30 September 2027 and the end of the AGM in 2027.

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.

Resolutions 15 and 16 deal 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.

The authority in Resolution 15 is limited to allotments or sales:

i. in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those securities or as the Directors otherwise consider necessary, up to a maximum nominal amount of £579,845.84, which represents approximately one third of the Company's issued ordinary share capital (excluding treasury shares) as at the Latest Practicable Date and, in relation to fully pre-emptive offers only, up to a maximum additional nominal amount of £579,845.84, which represents approximately one third of the Company's issued ordinary share capital (excluding treasury shares) as at the Latest Practicable Date;

ii. (otherwise than pursuant to (i) above) up to an aggregate nominal amount of £173,953.75, being approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) as at the Latest Practicable Date; and

iii. (otherwise than pursuant to (i) and (ii) above) up to an aggregate nominal amount equal to 20% of any allotment or sale under (ii) above for the purposes of making a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

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 10% 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:

i. up to a further nominal amount of £173,953.75, being approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) as at the Latest Practicable Date, for use only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue; and

ii. (otherwise than pursuant to (i) above) up to an aggregate nominal amount equal to 20% of any allotment or sale under (i) above for the purposes of a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

The Directors confirm that, should they exercise the authorities granted by Resolutions 15 or 16, they intend to follow the shareholder protections and approach to follow-on offers as set out in paragraphs 1 and 3, respectively, of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

In accordance with the UK Listing Rules, any non-pre-emptive issue of Ordinary Shares pursuant to these authorities will be priced at or above the then prevailing Net Asset Value per Ordinary Share unless prior Shareholder approval is obtained.

If Resolutions 15 and 16 are passed, the authorities will expire at the end of the next AGM or on 30 September 2027, 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.

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 17,395,375 ordinary shares, until the end of the next AGM or 30 September 2027, whichever is the earlier. This represents 10% of the Company's issued ordinary share capital (excluding treasury shares) as at the Latest Practicable Date.

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Explanatory Notes to the Notice of Annual General Meeting

continued

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 will exercise this authority in accordance with the Capital Allocation Policy in the Annual Report, 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 UK 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 UK 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 7,053,317 shares, representing approximately 4.1% of the Company's issued ordinary share capital (excluding treasury shares), were outstanding as at the Latest Practicable Date. If the authority being sought under Resolution 17 and any remaining capacity under the equivalent existing authority given at the 2025 AGM were to be fully utilised, the options would, assuming no further shares are issued and no further options granted, represent approximately 4.9% of the Company's issued ordinary share capital (excluding treasury shares).

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 AGMs, which cannot however be less than 14 clear days. AGMs 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.

Resolution 19: Approval of the new Long Term Incentive Plan

This resolution seeks Shareholder approval of the Molten Ventures plc 2026 Long Term Incentive Plan (the 'Plan'). The Plan is intended to replace the 2021 Long Term Incentive Plan and the 2021 Deferred Bonus Plan.

The Plan retains the key features of the 2021 Long Term Incentive Plan and has been drafted with sufficient flexibility to enable the efficient grant of awards with portions subject to an underpin condition (the restricted share element) and portions subject to a performance condition (the outperformance element) under one incentive plan, as described in the proposed Directors' Remuneration Policy. A summary of the principal terms of the Plan can be found in the Appendix to this Notice of AGM.

The rules of the Plan will be available for inspection at the location of the AGM for at least 15 minutes prior to the start of the meeting and up until the close of the meeting and available on the National Storage Mechanism (https://www.fca.org.uk/markets/primary-markets/regulatorydisclosures/national-storage-mechanism) from the date of this Notice of AGM.

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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 Monday 20 July 2026, or, if the AGM 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.

2. Unacceptable behaviour by any of the shareholders, including any corporate representative or proxies that have been appointed in relation to any existing shareholder, or any other member with a voting interest in the company or any other representative on behalf of that member, shall not be tolerated at the AGM, and any such behaviour shall be dealt with accordingly by the chair of 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 10.00 a.m. on Monday 20 July 2026 (or, if the meeting is adjourned, no later than 48 hours (not including any day that is not a normal business day) before the time of any adjourned meeting), in hard copy form by post, or by courier, to the Company's registrar, Equiniti Limited, Highdown House, Yeoman Way, Worthing BN99 6DA.

In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

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 5 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 10.00 a.m. on Monday 20 July 2026 (or, if the meeting is adjourned, no later than 48 hours (not including any day that is not a normal business day) before the time of any adjourned meeting) 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.

d. If you wish to register your proxy appointment electronically through the internet, please use www.shareview.co.uk where full details of the procedure are given. You will have to register for an online portfolio using your Shareholder Reference Number shown on your form of proxy. Alternatively, if you have already registered with the Registrar's online portfolio service, Shareview, you can submit your proxy electronically by logging onto your portfolio at www.shareview.co.uk using your user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote and follow the instructions on the screen. Proxy appointments must be lodged by 10.00 a.m. on Monday 20 July 2026 in order to be considered valid.

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

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Further Notes to the Notice of Annual General Meeting
continued

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.

1. 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 10.00 a.m. on Monday 20 July 2026 (or, if the meeting is adjourned, no later than 48 hours (not including any day that is not a normal business day) before the time of any adjourned meeting).

2. The return of a completed Proxy Form, any CREST Proxy Instruction or electronic proxy appointment via the Proxymity platform or Shareview platform (as described in note 3 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. In the event that multiple corporate representatives are appointed in respect of different shares, such corporate representatives may act independently of one another and validly vote on the business of the AGM.

Automatic poll voting

1. Voting will be conducted on a poll at the AGM. On a poll vote every Shareholder will 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 5 June 2026, which is the latest practicable date before the publication of this document, was 189,046,450, of which the Company held 15,092,698 Ordinary Shares in treasury. Therefore, the total number of votes exercisable as at 5 June 2026 was 173,953,752.

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, for 15 minutes prior to the AGM and throughout 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 to physically attend. To submit a question, please email cosec@molten.vc by 6.30 p.m. on Monday 20 July 2026. We will endeavour 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 AGM for the financial year ended 31 March 2026; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year ended 31 March 2025 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 AGM 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.

Personal Data Processing

1. The Company is a data controller of your personal data which means that the Company is responsible for ensuring that your personal data is processed correctly. The types of data gathered by the Company includes contact details, identification details, information regarding voting rights, the appointment and details of any proxy which is appointed, and information on how you have voted in your capacity as a shareholder. For further details about how the Company stores and processes your personal data, please see the Company's privacy policy available on the Company's website, https://www.moltenventures.com.

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APPENDIX

SUMMARY OF PRINCIPAL TERMS OF THE MOLTEN VENTURES PLC 2026 LONG TERM INCENTIVE PLAN (THE 'PLAN')

The principal terms of the Molten Ventures plc 2026 Long Term Incentive Plan (the 'Plan') are summarised below. The proposed operation of the Plan in respect of the Company's Executive Directors (including the vesting conditions) is described in the Directors' Remuneration Report, which includes the proposed new Directors' Remuneration Policy, as set out on pages 111 to 117 of the Company's Annual Report and Accounts. The Plan may be used to grant long-term incentive awards or to facilitate the deferral of annual bonus into ordinary shares in the Company ('Shares').

Operation

The Plan will be administered by the board of directors of the Company or by any duly authorised committee of it (the 'Board'). Decisions in relation to any participation in the Plan (including executive directors) will always be taken by the Company's Remuneration Committee. Any employee of the Company's group ('Group') is eligible to participate at the Board's discretion.

Grant of awards

Awards may be granted by the Board as conditional awards of, or options over, Shares or cash-based awards relating to a number of "notional" Shares. Awards may also be granted in consideration of a deferred portion of an employee's bonus. It is intended that awards will be granted in relation to Shares wherever practicable.

Awards can only be granted in the 42 days (six weeks) commencing on the day on which the Plan is approved by shareholders, the first dealing day after the announcement by the Company of its results for any period, the amount to be deferred into Shares under any bonus is determined, the day after a dealing restriction on the grant of awards is lifted, the day on which the Directors' Remuneration Policy is approved by shareholders, or any day on which the Board determines that exceptional circumstances exist which justify the grant of awards. Awards are not transferable except on death and will not form part of pensionable earnings.

Conditions

Awards (other than deferred bonus awards) will normally be subject to conditions (whether a performance condition, an underpin condition or otherwise), provided that any award granted to an executive director must be subject to the satisfaction of performance conditions to the extent required by the Directors' Remuneration Policy as most recently approved by shareholders. The assessment period for any condition will not normally be less than three years.

Any condition may be amended or substituted if the Board considers that an amended or substituted condition would be reasonable, more appropriate and would not be materially less difficult to satisfy than when it was originally set.

Individual limit

Awards will not be granted to eligible employees under the Plan in respect of any financial year of the Company over Shares with a market value (as determined by the Board) in excess of the limit set out in the Directors' Remuneration Policy as most recently approved by shareholders.

Overall limits

In any ten-year period, the number of Shares which may be issued under the Plan and any other employee share plan adopted by the Company may not exceed 10% of the issued ordinary share capital of the Company in issue at the time.

Treasury Shares will be treated as newly issued for the purpose of these limits until such time as guidelines published by institutional investor representative bodies determine otherwise.

Vesting, exercise, release and settlement of awards

Awards subject to conditions will normally vest as soon as reasonably practicable after the end of the assessment period (or on such later date as the Board determines at grant) to the extent that the conditions have been satisfied. Awards not subject to conditions will normally vest on the third anniversary of grant (or such other date as the Board determines at grant). Deferred bonus awards will normally vest as soon as practicable following the end of the second anniversary of the grant date. The Board may also adjust (including by reducing to nil) the extent to which an award would vest, if it considers that either the vesting level does not reflect the underlying financial or non-financial performance of the participant or the Group over the vesting period, or the vesting level is not appropriate in the context or circumstances that were unexpected or unforeseen when the award was granted, or there exists any other reason why an adjustment is appropriate.

In addition, the Board may determine that a vested award is also subject to a "holding period" (a 'Holding Period') during which Shares subject to an award will not be delivered to participants and at the end of which awards will be "released" (i.e. participants will be entitled to receive their Shares under their awards). The Board will determine the length of the Holding Period (which will start on the date an award vests), provided that the Holding Period will, for awards granted to the Company's executive directors, normally be no less than two years. It is not intended that deferred bonus awards would be subject to a Holding Period.

Options will then normally be exercisable from the point of vesting (or, where relevant, release) until the tenth anniversary of the grant date. At any time before the point at which Shares are issued or transferred in satisfaction of an award, the Board may decide to pay a participant a cash amount equal to the value of the Shares they would have otherwise received.

Dividend equivalent payments

The Board may decide to award dividend equivalent payments in respect of the Shares that vest under awards in respect of dividends paid in the period between grant and vesting (or, where relevant, release). Dividend equivalents may be paid in Shares or cash and may assume the reinvestment of the dividends in Shares.

Leavers

Awards (whether vested or unvested) will usually lapse on the individual's cessation of office or employment with the Group except where cessation is as a result of the individual's death, ill health, injury or disability, redundancy, where the participant's employer is no longer a member of the Group, or for any other reason that the Board determines except gross misconduct ('Good Leavers').

Unvested awards held by Good Leavers will usually continue until the normal vesting date (or where an award is subject to a Holding Period, the end of the Holding Period), unless the Board determines that the award will vest (and be released) as soon as reasonably practicable following the date of cessation. Options will normally be exercisable for six months after becoming exercisable for any Good Leaver reason

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other than death, where a twelve month exercise period will apply. The Board will take into account the satisfaction of any condition and, unless it determines otherwise, the proportion of the period of time between grant and the normal vesting date that has elapsed.

Where a Good Leaver's award continues following the date of cessation, the Board may require the participant to confirm that in the period between the date of cessation and the normal vesting date or, if earlier, the date on which any contractual non-compete or restrictive covenants applicable to such Good Leaver lapse, that the participant has not started or agreed to start employment with, or provide services to, any other person. Alternatively, the Board may determine that the delivery of Shares will be contingent on the participant providing such confirmation.

If a participant ceases to be an officer or employee of the Group during a Holding Period, his award will normally be released at the end of the Holding Period, unless the Board determines that it should be released as soon as reasonably practicable following their cessation of office or employment. However, if a participant is summarily dismissed during a Holding Period, their award will lapse immediately. Options will normally be exercisable for six months.

If a participant ceases to be an officer or employee of the Group whilst holding a vested option which is not (or is no longer) subject to a Holding Period, they will normally have six months from their cessation of office or employment to exercise that option, unless they are summarily dismissed, in which case their option will lapse immediately.

Malus and clawback

If:
- there has been a material misstatement of the Company's financial results that had the impact or effect of overstating the financial performance of the Company;
- there has been an error in assessing a performance condition applicable to the award or in the information or assumptions on which the award was granted, vests or is released;
- there has been a material failure of risk management by any member of the Group or a relevant business unit;
- there has been serious reputational damage to any member of the Group or relevant business unit;
- there has been serious misconduct or material error on the part of the participant;
- there has been material corporate failure in any member of the Group or a relevant business unit;
- there has been a material downturn in the financial performance of any member of the Group or relevant business unit; or
- any other circumstances that the Board considers to be similar in their nature or effect to those listed above,

during the period normally commencing on the grant date (or, where the award is subject to a condition, the start of the assessment period) and ending on the sixth anniversary of the grant date, the Board may:
- reduce awards (to zero if appropriate) or impose additional conditions on the awards at any time prior to the earlier of the delivery of cash and/or Shares in satisfaction of an award; and/or
- require that the participant either return some or all of the Shares acquired under their award or make a cash payment to the Company in respect of the Shares delivered).

The period over which malus and clawback provisions will apply to deferred bonus awards will normally begin on the first day of the bonus year to which the award relates and end on the third anniversary of the grant date.

Corporate events

In the event of a change of control of the Company, unvested awards will vest to the extent determined by the Board, taking into account the extent to which any condition has been satisfied and, unless the Board determines otherwise, the proportion of the period of time between grant and the normal vesting date that has elapsed at the date of the relevant event. Awards to the extent vested will then be released.

Alternatively, the Board may permit awards to be exchanged for shares in the acquiring company. If the change of control is an internal reorganisation of the Group or if the Board so decides, participants will be required to exchange their awards (rather than awards vesting/being released as part of the transaction).

If other corporate events occur such as a winding-up of the Company, demerger, delisting, special dividend or other event which, in the opinion of the Board, may affect the current or future value of Shares, the Board may determine that awards will vest taking into account the satisfaction of any condition and, unless the Board determines otherwise, the proportion of the period of time between grant and the normal vesting date that has elapsed at the date of the relevant event.

Adjustment of awards

The Board may adjust the number of Shares under an award or any condition applicable to an award in the event of a variation of the Company's share capital or any demerger, delisting, special dividend or other event which, in the opinion of the Board, may affect the current or future value of Shares.

Amendments

The Board may amend the Plan at any time, provided that prior approval of the Company's shareholders will be required for amendments to the advantage of eligible employees or participants relating to eligibility, limits, the basis for determining a participant's entitlement to, and the terms of, the Shares comprised in an award and the impact of any variation of capital.

However, administration of the Plan, to take account of legislative changes, or to obtain or maintain favourable tax, exchange control or regulatory treatment may be made by the Board without shareholder approval.

Satisfying awards and termination of Plan

Awards may be satisfied using newly issued Shares, Shares held in treasury or Shares purchased in the market. Awards may not be granted under the Plan after the tenth anniversary of its approval by shareholders.

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