Plus500

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about its contents or as to the action which you should take, you are recommended to seek your own independent financial advice from your stockbroker, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (as amended).

If you have sold or transferred any or all of your shares in Plus500 Ltd. (the “Company”), please pass this document together with the accompanying Form of Proxy or Form of Direction as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was affected for onward transmission to the purchaser or transferee.

This document should be read as a whole together with the accompanying Form of Proxy or Form of Direction in connection with the 2025 Annual General Meeting (the “AGM”).

Whether or not shareholders propose to attend the AGM, they are requested to complete and return the enclosed Form of Proxy or Form of Direction in accordance with the instructions printed on such form. The return of a Form of Proxy or Form of Direction will not preclude a member from attending and voting at the AGM in person should he/she subsequently decide to do so.

Plus500 Ltd.

Notice of Annual General Meeting

Plus500

Letter from the Chair of the Board

23 March 2025

Registered Office:
Matam, Building 10.2
Haifa 3115001
Israel

Dear Shareholder,

Plus500 once again delivered excellent strategic, operational and financial progress in FY 2024. The successful development of the futures businesses continued, the Group expanded its geographic reach and introduced new products for customers. Whilst delivering this excellent progress, the Group maintained its robust financial position and announced shareholder returns of $360.5m in FY 2024 and a further $200.0m in February 2025. As of 31 December 2024, Plus500 had over 30 million customers registered on its platforms and is one of the largest online providers of proprietary trading platforms globally. The Group will continue to seek ways to expand its global footprint and secure additional licences and clearing memberships in 2025.

Over the medium-term, the Group's strategic roadmap aims to deliver new products, enter new markets, expand the Group's existing operations and deepen engagement with customers.

Annual General Meeting

I am writing to inform you that the 2025 Annual General Meeting ("AGM") of Plus500 Ltd. (the "Company", or "Plus500") will be held on Tuesday, 6 May 2025 at 09:00 a.m. (UK time) at the offices of Panmure Liberum Limited, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY. The formal notice of the AGM and full details of all resolutions to be proposed are set out in this document.

AGM Resolutions

This year, there are 11 resolutions for shareholders to approve.

Resolutions 1 to 5 relate to the re-election of five Board members (who are not External Directors), including the Chair of the Board and the Company's two Executive Directors.

Resolution 6 relates to the re-appointment and remuneration of the Company's auditors.

Resolution 7 relates to amendments to the Company's Articles of Association (the "Articles") to ensure alignment with UK standards and recent changes in Israeli regulations applicable to the Company.

Resolutions 8 and 9 relate to the disapplication of pre-emption rights on the issuance of equity securities.

Resolution 10 relates to the grant of approval for the Company to buy back its shares.

Resolution 11 relates to the advisory vote on the annual Directors' Remuneration Report.

Recommendation

The Board considers that all of the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The Board unanimously recommends that shareholders vote in favour of them, as they intend to do in respect of their own beneficial holdings in the Company.

Yours faithfully,

Prof. Jacob A. Frenkel

Chair of the Board

Plus500

Letter from the Chair of the Remuneration Committee

23 March 2025

Dear Shareholder,

I am delighted to have rejoined the Board of Plus500, and as Chair of the Remuneration Committee, at this exciting time in the Company's history. Over recent years, Plus500 has delivered growth, innovation and exceptional shareholder value, driven by its global diversification strategy.

Since the Company's IPO in 2013, Plus500 has continued to deliver attractive shareholder returns of approximately $2.5bn through dividends and share buybacks, including the returns announced in February 2025, having generated significant levels of cash from operations of approximately $3.5bn over that timeframe.

Plus500's growth and shareholder returns strategy over recent years has propelled the Group to be the best performing share in the FTSE All-Share Index on a total returns basis between FY 2013 and FY 2024 (Based on Bloomberg TSR of FTSE All-Share Index between FY 2013 to FY 2024), generating a return of approximately 6,000% over that period, which is a remarkable achievement. This outstanding performance also led to the Group being included in the STOXX Europe 600 Index in January 2025.

The FY 2024 results again illustrate the strategic progress that the current management team have delivered. For example, Plus500 made excellent progress as a provider of market infrastructure services and trading platforms in the highly attractive and important US futures market, which will be a strategic growth driver over the coming years, whilst also delivering the benefits of a diversified strategy supported by its robust balance sheet. This strong position enabled the Board to announce in February 2025 additional shareholder returns of $200.0m including dividends of $90.0m and share buybacks of $110.0m.

The Board and Remuneration Committee have aligned the Company's remuneration policy with shareholder interests, long-term growth, and best practices. In FY 2021, the Company introduced a three-year remuneration policy in response to shareholder feedback, replacing the previous one-year model. This new structure includes both short-term and long-term components for clearer alignment with UK standards.

For FY 2024-2026, the policy was further enhanced to emphasise long-term growth, with 84% of the variable compensation prioritises equity-based grants over cash allocations and therefore heavily focused on shareholder value creation and ensuring the Company remains competitive in recruiting top executives, particularly when compared to its peers, including other Israeli tech companies and US-traded tech firms. The policy remains aligned with UK best practices and was approved by shareholders in May 2023.

The Remuneration Committee and the Board have also made meaningful upgrades to the 2024 Directors' Remuneration Report, ensuring that shareholder feedback is reflected. These changes enhance transparency and clarity, addressing key elements raised by shareholders and aligning the report more closely with shareholder expectations.

As Plus500 has evolved from a single product model to a diversified, multi-asset global provider of market infrastructure services and proprietary trading platforms, the Company uses both financial and non-financial KPIs to drive growth. Non-financial KPIs, which make up 40% of the total awards, focus on customer satisfaction, innovation, and operational efficiency, which influence financial outcomes like revenue and EBITDA. Financial KPIs, comprising 60% of the total awards, focus on revenue and profitability, supporting short-term performance and long-term growth. These KPIs are regularly reviewed by the Remuneration Committee to ensure alignment with the Company's strategic objectives and shareholder interests, ensuring that Plus500 continues to meet and exceed shareholder expectations.

The Remuneration Committee and the Board will continue to consider shareholder feedback in determining future remuneration policies and are committed to reviewing the set of applicable KPIs, taking into consideration their diversity and weighting as part of the next remuneration policy (FY 2027 and beyond).

Yours faithfully,

Daniel King

Chair of the Remuneration Committee

Plus500

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2025 Annual General Meeting (the "AGM") of Plus500 Ltd. (the "Company", or "Plus500") will be held on Tuesday, 6 May 2025 at 09:00 a.m. (UK time), at the offices of Panmure Liberum Limited, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY.

The AGM will be held for the following purposes:

To receive and discuss the financial statements of the Company for the year ended 31 December 2024 together with the report of the auditors thereon and the report of the Board of Directors.

To consider and, if deemed appropriate, pass the following resolutions:

To re-elect David Zruia, who stands for re-election pursuant to Article 42 of the Articles, as a Director.
To re-elect Elad Even-Chen, who stands for re-election pursuant to Article 42 of the Articles, as a Director.
To re-elect Steve Baldwin, who stands for re-election pursuant to Article 42 of the Articles, as an Independent Non-Executive Director.
To re-elect Prof. Varda Liberman, who stands for re-election pursuant to Article 42 of the Articles, as an Independent Non-Executive Director.
To re-elect Prof. Jacob A. Frenkel, who stands for re-election pursuant to Article 42 of the Articles, as an Independent Non-Executive Director (if re-elected, Prof. Jacob A. Frenkel shall continue to serve as Chair of the Company's Board of Directors following the AGM).
To re-appoint Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company's independent external auditor for the period ending at the close of the Company's next annual general meeting of shareholders, and to authorise the Company's Board of Directors (with power of delegation to its audit committee) to fix the remuneration to be paid to such auditors.
To amend the Articles, to ensure alignment with UK standards and recent changes in Israeli regulations applicable to the Company, including in connection with the record date and prior notice period for a general meeting, minor adjustments required under Israeli law to the indemnification and insurance provisions, certain thresholds included in the Articles with respect to rights and obligations of stakeholders and removal of certain limitations on borrowing power.
To authorise the Directors pursuant to Article 10(c) of the Articles to allot and issue up to 3,646,670 ordinary shares (representing approximately five (5) per cent of the Company's issued share capital (excluding shares held in treasury) as at 21 March 2025) for cash as if Article 10(b) of the Articles did not apply to such allotment.
The authority conferred by this Resolution shall expire at the conclusion of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on 5 August 2026, unless such authority is renewed prior to this time. Under the authority conferred by this Resolution, the Directors may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after the authority expires and the Directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.
To authorise the Directors pursuant to Article 10(c) of the Articles to allot and issue up to 3,646,670 ordinary shares (representing approximately five (5) per cent of the Company's issued share capital (excluding shares held in treasury) as at 21 March 2025) for cash as if Article 10(b) of the Articles did not apply to such allotment and issue, such authority to be limited to the allotment of equity securities or sale of treasury shares, to be 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 determines to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles published in 2015.

The authority conferred by this Resolution shall expire at the conclusion of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on 5 August 2026, unless such authority is renewed prior to this time. Under the authority conferred by this Resolution the Directors may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after the authority expires and the Directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.
To authorise the Company to make purchases of up to 7,293,340 ordinary shares (representing approximately ten (10) per cent of the Company's issued share capital (excluding shares held in treasury) as at 21 March 2025) for cash, provided that:

a. The minimum price which may be paid for an ordinary share is ILS 0.01, such minimum price being exclusive of any expenses;

b. The maximum price which may be paid for an ordinary share is not more than the higher of: (i) an amount equal to 105 per cent of the average of the market value for an ordinary share as derived from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the London Stock Exchange at the time the purchase is carried out, such maximum price being exclusive of any expenses;

c. This authority shall expire at the conclusion of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on 5 August 2026, unless such authority is renewed prior to this time; and

d. Under the authority conferred by this Resolution, the Company may before the authority expires make an offer or enter into an agreement to purchase ordinary shares under this authority which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of ordinary shares in pursuance of such an offer or agreement as if the power conferred in this Resolution had not expired.

As an advisory vote, to approve the 2024 Directors' Remuneration Report, in the form set out on pages 90 to 99 of the Company's Annual Report for the financial year ended 31 December 2024.

The Board considers that all of the Resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The Board recommends that shareholders vote in favour of them as they intend to do in respect of their own beneficial holdings in the Company.

By order of the Board of Directors

Prof. Jacob A. Frenkel
Chair of the Board

Hila Barak
Company Secretary

Registered Office:
Matam, Building 10.2
Haifa 3115001
Israel
Registered in Israel number 514142140

23 March 2025

Explanatory Notes:

Resolutions 1 to 5.

Nomination for re-election

At the AGM, five (5) currently serving directors are proposed to be re-elected. Each of the re-elected directors will hold office until the next annual general meeting, unless any office is vacated earlier under any relevant provisions of the Articles or applicable laws or regulations.

Although Provision 18 of the UK Corporate Governance Code 2024 issued by the Financial Reporting Council (the "Code") recommends that all directors should be put forward for annual re-election by shareholders, the External Directors, Tami Gottlieb and Daniel King were appointed for three-year terms in accordance with the Companies Law and will therefore not be put forward for re-election at this AGM. All other current Directors (Excluding the two External Directors), submit themselves for re-election.

Each of the nominees has indicated to the Company his/her availability for re-election and has declared that he/she has the required qualifications and ability to devote the time required for his/her service as a director with respect to the Company's needs and its size. Additionally, each of the Non-Executive nominees has declared that the limitations specified in sections 225 through 227 of the Companies Law do not apply to such nominee, pursuant to section 224B of the Companies Law. Such declarations can be found in the Company's offices.

Biographical details for the Directors subject to re-election are provided on pages 54 to 57 of the Company's Annual Report for the year ended 31 December 2024.

The Company considers that given the skills, experience, expertise and contribution of each of the Board members proposed for re-election, their re-election is important to the Company's long-term sustainable success and therefore it is in the best interests of the Company and its shareholders as a whole, that these Board members be re-elected.

Plus 500 remains committed to promoting gender equality, having maintained a good level of female representation on its Board of Directors in recent years. From previously having 50% female representation, the percentage of female directors on the Board decreased, also following the passing away of Ms. Sigalia Heifetz and following the stepping down from the Board of Ms. Anne Grim. These changes resulted in the Board having female representation of 38% as at 31 December 2024, and of 29% as at the date of this AGM Notice, below the FCA's guidelines. Recognising the importance of diversity, the Nomination Committee, led by its Chair, Mr. Steve Baldwin, has been actively working with a third-party to identify and to appoint at least one additional female director to the Board. Both the Board and the Nomination Committee remain dedicated to meeting the applicable diversification requirements, with the Nomination Committee being highly focused on identifying nominees who not only fulfill gender diversity requirements but also further diversify the experience, expertise and skill set necessary to support the Board and the Group as a whole.

Remuneration

Steve Baldwin and Prof. Varda Liberman, the Independent Non-Executive Directors (who are not External Directors), if re-elected, will continue to be entitled to remuneration of USD 130,000 (plus VAT, as applicable) gross per annum.

Prof. Jacob A. Frenkel, as an Independent Non-Executive Director and Chair of the Board, if re-elected, will continue to be entitled to remuneration of USD 595,000 (plus VAT) gross per annum, with the split of cash and shares remaining in line with the structure of his current remuneration, as follows: (a) USD 470,000 (plus VAT) in cash and (b) USD 125,000 (plus VAT) by the allotment of ordinary shares of the Company. In addition, if re-elected, Prof. Frenkel will continue to be entitled to an additional allotment of shares of USD 145,000 (plus VAT). There are no performance-related elements attached to the share element of the remuneration. The expectation is that Prof. Frenkel will retain and build, whilst Chair of the Board, his shareholding in the Company. An amount equal to the applicable tax liability for the allotted ordinary shares shall be added by way of gross-up and be paid in cash to fund the tax liability.

David Zruia and Elad Even-Chen, the Executive Directors, will not be entitled to additional remuneration for serving as Directors in addition to their remuneration as executives of the Company.

The proposed nominees for re-election, if re-elected, will continue to benefit from coverage under the Company's directors' and officers' liability insurance policies and from the letters of exculpation and indemnification provided to them by the Company.

Resolution 6. This resolution proposes the re-appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company's independent external auditor for 2025 and until the next annual general meeting of shareholders, and to authorise the Company's Board of Directors (with power of delegation to its audit committee) to fix the remuneration to be paid to such auditors.

Under the Companies Law and the Articles, the Company's shareholders are authorised to appoint the Company's independent auditors. The Articles further provide that the Board of Directors is authorised to determine the independent auditor's remuneration.

The Audit Committee as well as the Board of Directors review and assess on an annual basis, the performance of the external auditors, their independence and the reasonableness of their audit fees as compared with peer tier 1 accountancy offices in Israel and make recommendations to be brought forward to the shareholders' meeting as to the appointment, or re-appointment, or replacement of the external auditors of the Company.

Following the recommendation by the Audit Committee and the Board of Directors, it is proposed that Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, be re-appointed as the independent auditors of the Company for the period ending at the close of the next annual general meeting. Such auditors served as the Company's auditors for fiscal year 2024 and have no relationship with the Company or with any affiliate of the Company, except as described in the 2024 Annual Report.

The following table provides details of the audit fees and non-audit fees paid by the Company and its subsidiaries to Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, and to other local offices of PricewaterhouseCoopers, for each of the years ended 31 December 2024 and 2023:

| US dollars in millions | Year ended
31 December | |
| --- | --- | --- |
| | 2024 | 2023 |
| Audit of Plus500 Ltd.'s consolidated financial statements | 0.3 | 0.3 |
| Audit of Plus500 Ltd.'s subsidiaries | 0.7 | 0.6 |
| Total audit fees | 1.0 | 0.9 |
| Other assurance related services | 0.3 | 0.2 |
| Tax compliance services | 0.1 | 0.1 |
| Total non-audit fees | 0.4 | 0.3 |
| Total fees | 1.4 | 1.2 |

Resolution 7. relates to amendment to the Articles to ensure alignment with both Israeli and UK standards. As an Israeli-incorporated technology company with global operations, Plus500 is committed to aligning its corporate governance framework with internationally recognised standards including those applicable to companies with equity shares admitted to trading in the Equity Shares Commercial Companies ("ESCC") Category of the Official List, as well as Israeli and US standards. The proposed amendments reflect the latest developments in applicable laws and best practices.

A copy of the existing Articles marked to show the changes, is available on the National Storage Mechanism of the FCA at https://data.fca.org.uk/#/nsm/nationalstoragemechanism, and will be made available for inspection at the offices of Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR, during normal business hours until the conclusion of the AGM, and at the place of the AGM from at least 15 minutes prior to the AGM until its conclusion.

Resolution 8. Under Article 10 of the Articles, if the Directors wish to allot any shares or grant rights over shares (other than pursuant to an employee share scheme), they must in the first instance offer them to existing shareholders in proportion to their holdings. The Board have no present intention of exercising this authority but there may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of shares for cash without a pre-emptive offer to existing shareholders. This cannot be done under the Articles unless the shareholders have first waived their pre-emption rights. Resolution 8 (which will be proposed as a special resolution) asks shareholders to do this, and provides for non-pre-emptive allotments up to 3,646,670 ordinary shares, representing approximately five (5) per cent of the Company's issued ordinary share capital (excluding shares held in treasury) as at 21 March 2025 (being the latest practicable date prior to publication of this notice) until 5 August 2026 or, if earlier, the conclusion of the next annual general meeting of the Company.

As at 21 March 2025, the Company held 41,954,979 ordinary shares in treasury, which represent approximately 36.5 per cent. of the total ordinary share capital in issue.

Resolution 9. This resolution (which will be proposed as a special resolution) will enable the Directors, in appropriate circumstances, to issue for cash, without a pre-emptive offer to existing ordinary shareholders under Article 10 of the Articles, equity securities up to 3,646,670 ordinary shares, representing approximately five (5) per cent of the Company's issued ordinary share capital (excluding shares held in treasury) as at 21 March 2025 (being the latest practicable date prior to publication of this notice). This is to be used only for the purposes of financing (or refinancing, if the power is to be used within 12 months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles published in 2015 (the "Pre-Emption Principles").

Resolution 10. This resolution seeks authority for the Company to make purchases of its own ordinary shares. If passed, the resolution gives authority for the Company to purchase up to 7,293,340 ordinary shares, representing approximately 10 per cent of the Company's issued ordinary share capital (excluding shares held in treasury) as at 21 March 2025 (being the latest practicable date prior to publication of this notice) until 5 August 2026 or, if earlier, the conclusion of the next annual general meeting of the Company.

The purpose of this resolution is to provide the Company with the flexibility to manage its capital effectively and as a mechanism for returning cash to shareholders. The Company currently has a buyback programme in place. Ordinary shares that are being purchased as part of the Company's buyback programme are held in treasury.

During 2024 the Company repurchased an aggregate of 6,840,104 ordinary shares for an aggregate purchase price of USD 195.0 million, with an average purchase price of £22.23 per share.

From 1 January 2025 through 21 March 2025 (being the latest practicable date prior to publication of this notice), the Company repurchased an aggregate of 1,385,229 ordinary shares for an aggregate purchase amount of USD 47.7 million, with an average purchase price of £27.39 per share.

Resolution 11. For UK incorporated companies, there are requirements in relation to the content and approval of the Directors' Remuneration Report. As an Israeli incorporated company, Plus500 is not subject to these requirements but the Board considers that shareholders would expect the Company to voluntarily mirror the requirements of UK legislation applicable to a company admitted to the ESCC Category of the Official List, so far as is practicable. The Board is happy to do so as the Directors consider that the requirements facilitate good corporate governance and therefore the 2024 Directors' Remuneration Report will be put to an advisory shareholder vote by ordinary resolution. Whilst this does not impact the legal approval of remuneration in Israel, the outcome of the vote will be taken under advisement by the Board.

As detailed in the letter from the Chair of our Remuneration Committee, our 2024 Directors' Remuneration Report reflects the culmination of increased outreach and feedback from shareholders during 2024 and our ongoing commitment to keep improving our disclosures throughout our reporting, where feasible.

Following the 2024 AGM, held in May 2024, the Board put in place a detailed plan to engage with the Company's key shareholders and shareholder advisory bodies, to which the majority of the Company's shareholders are subscribed, namely ISS and Glass Lewis. Plus500's Chair, CEO, CFO and Head of Investor Relations engaged with shareholders during FY 2024 in order to gather feedback relating to matters of corporate governance including the Remuneration Policy framework.

Further details with regards to the feedback received is outlined on page 97 of the Directors' Remuneration Report.

Notes:

Holders of depository interests in respect of ordinary shares ("DI holder") may only appoint MUFG Corporate Markets Trustees (UK) Limited ("MUFG" or, the "Depository") to vote on their behalf at the meeting and any adjournment thereof. The Depository will appoint the Chair of the meeting as its proxy to cast your votes. The appointed proxy may also vote or abstain from voting as they think fit on any other business (including amendments to resolutions) which may properly come before the meeting.
If you do not have a Form of Proxy or Form of Direction and believe that you should have one, or if you require additional forms, please contact MUFG Corporate Markets at +44 (0) 371 664 0391 or via email at [email protected]. All forms must be signed and should be returned together in the same envelope. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Telephone hours are between 9.00 a.m. – 5.30 p.m. (UK time), Monday to Friday excluding public holidays in England and Wales.
To be valid, any Form of Proxy or other instrument appointing a proxy and any power of attorney or other authority under which it is signed, or a notarially certified or office copy of such power or authority, must be received by post or (during normal business hours only) by hand at (i) MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL or (ii) Plus500, Investor Relations, Matam, Building 10.2, Haifa 3115001, Israel (or by email to [email protected]), by no later than 09:00 a.m. (UK time) on 1 May 2025. Unless otherwise indicated on the Form of Proxy, the proxy will vote as they think fit or, at their discretion withhold from voting.
In the case of DI holders, a Form of Direction must be completed in order to instruct the Depository whose registered office is at MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL to vote on the holder's behalf at the meeting. To be effective, a completed and signed Form of Direction must be deposited at MUFG Corporate Markets no later than 09:00 a.m. (UK time) on 30 April 2025.
The return of a completed Form of Proxy, Form of Direction, or other such instrument or any CREST Proxy Instruction (as described in paragraph 13 below) will not prevent a shareholder or DI holder from attending, asking questions or voting at the AGM.
If your shares are held with a nominee (as a DI holder) and you wish to attend the AGM in person, you will need to contact your nominee immediately to ensure the necessary arrangements are in place. Your nominee will need to have completed a letter of representation and presented this to MUFG Corporate Markets Trustees (UK) Limited, the Depository, via email to [email protected] no later than 09:00 a.m. (UK time) on 30 April 2025.
Pursuant to the Companies Law, to be entitled to attend and to vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of the Company at close of business on 31 March 2025. Changes to the Company's register after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.
For any Company's applicable equity schemes, the number of ordinary shares allotted on the vesting date shall be calculated based on the ordinary share price at grant date per each plan, as adjusted for total shareholder returns, up to the allotment date. An amount equal to the applicable tax liability connected to the equity share based compensation plans, shall be added by way of gross-up and be paid in cash to fund the tax liability. The allotted ordinary shares will be transferred out of the treasury shares of the Company. The fair value of the ordinary shares at the grant date per each plan, takes into consideration the most probable value of the shares including the expected value of total shareholder returns during the vesting period.
The quorum for the AGM shall be two or more shareholders present either in person, or by proxy and holding shares conferring in the aggregate 25 per cent of the voting power of the Company. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned to the same day in the next week, at the same time, or to such day and at such time as the Chair may determine. No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting as originally called. If a quorum as referred to in above is not present at the second meeting within half an hour from the time appointed for the adjourned meeting, the quorum shall be reduced to one or more shareholders present in person or by proxy holding shares conferring any voting power of the Company.
Any shareholder attending the AGM is entitled pursuant to the Companies Law to ask any question before (by emailing [email protected]), or during the meeting, relating to the business being dealt with at the meeting. The Company will answer any such questions unless (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; or (ii) the answer has already been given on a website in the form of any answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
As at 21 March 2025 (being the last practicable date prior to any publication of this Notice), the Company's issued share capital consisted of 114,888,377 ordinary shares carrying one vote each (including 41,954,979 ordinary shares held by the Company in treasury which do not carry any voting rights). The total voting rights in the Company as at 21 March 2025 were, therefore, 72,933,398.
The Board recommends that shareholders vote in favour of all items in the Notice.
In the case of DI holders, CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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 using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to an 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 (RA10) by 09:00 a.m. (UK time) on 30 April 2025. 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 Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider), to procure that his CREST sponsor or voting service provider 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 connection with this, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
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.
Copies of the service contracts of the Executive Directors and the letters of appointment (and other related documents) of the Non-Executive Directors, which are available for inspection during normal business hours at the registered office of the Company and at the offices of Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR, on any weekday (Saturdays, Sundays and public holidays excluded), will also be available for inspection at the place of the AGM for at least 15 minutes prior to and during the AGM.
The approval of each proposed Resolution, other than Resolutions 8 and 9, requires the affirmative vote of the holders of a majority of the voting power represented and voting on the Resolution in person or by proxy or by a written Form of Proxy or Form of Direction. The proposals set out in each of Resolutions 8 and 9 (which are proposed as special resolutions) require the affirmative vote of the holders of 75 per cent of the voting power represented and voting on the relevant Resolution in person or by proxy or by a written Form of Proxy or Form of Direction.

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Plus500 Ltd. AGM Information 2025

6292_agm-r_2025-03-24_cfaf4d3a-b829-4b20-9ec9-1adef897d9e6.pdf

Letter from the Chair of the Remuneration Committee

NOTICE OF ANNUAL GENERAL MEETING

The AGM will be held for the following purposes:

Notes:

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Plus500 Ltd. — AGM Information 2025

6292_agm-r_2025-03-24_cfaf4d3a-b829-4b20-9ec9-1adef897d9e6.pdf

Letter from the Chair of the Remuneration Committee

NOTICE OF ANNUAL GENERAL MEETING

The AGM will be held for the following purposes:

Notes:

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Plus500 Ltd. AGM Information 2025