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RASPBERRY PI HOLDINGS PLC Proxy Solicitation & Information Statement 2026

Apr 21, 2026

9369_agm-r_2026-04-21_967eed60-11c8-427f-91b6-4e60ed5bcadc.pdf

Proxy Solicitation & Information Statement

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Form of Proxy

Raspberry Pi Holdings plc

(the "Company")

2026 Annual General Meeting ("AGM")

Shareholder Reference Number ("SRN")

I/We being (a) member(s) of the Company hereby appoint the Chair of the meeting/the following person:

Name of proxy (if not the Chair of the meeting): _______

Number of ordinary shares: _______

(if less than your full voting entitlement)

Tick here if one of multiple proxy appointments ☐

in respect of all of my/our ordinary shares of £0.0025 each in the capital of the Company (see Note 3) as my/our proxy to vote for me/us and on my/our behalf at the AGM of the Company to be held at The Bradfield Centre Auditorium, 184 Cambridge Science Park, Milton Road, Cambridge CB4 0GA, at 8:30am on 4 June 2026 and at every adjournment thereof. I/We request such proxy to vote on the following resolutions as indicated below (see Note 2):

For Against Withheld
Ordinary resolutions
1. To receive the Company's accounts for the year ended 31 December 2025.
2. To approve the Directors' Remuneration Report for the year ended 31 December 2025.
3. To re-elect Martin Hellawell as a Director.
4. To re-elect Eben Upton as a Director.
5. To re-elect Richard Boult as a Director.
6. To re-elect Sherry Coutu as a Director.
7. To re-elect David Gammon as a Director.
8. To re-elect Rachel Izzard as a Director.
9. To re-elect Christopher Mairs as a Director.
10. To re-elect Daniel Labbad as a Director.
11. To reappoint Grant Thornton UK LLP as auditor of the Company.
12. To authorise the Audit Committee to fix the remuneration of the auditor.
13. To empower the Directors to allot equity securities.
Special resolutions
14. To grant a general authority to disapply the pre-emption provisions on the allotment of shares.
15. To disapply the pre-emption provisions for the purposes of acquisitions or capital investments.
16. To authorise the purchase of own shares.
17. To approve notice of general meetings.

Signature ____ Dated ____ 2026

Notice of Availability – IMPORTANT please read carefully. You can now access the 2025 Annual Report and 2026 Notice of Meeting at investors.raspberrypi.com.

Raspberry Pi Holdings plc

Notice of Availability

The Annual Report and Accounts 2025 and the Notice of Annual General Meeting 2026 are available to be viewed and downloaded on the Company's website: investors.raspberrypi.com. If you wish to receive electronic communications and manage your shareholding online please visit the website of our registrar, Equiniti, at www.shareview.co.uk and click to register at the top of the page.

Printed copies of any shareholder communications may be requested from our Registrar, Equiniti, on +44 (0) 371 384 2030.

If you wish to attend the AGM in person, please bring this card with you.


Notes

  1. To be entitled to vote at the meeting or any adjournment (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members by 6:30pm on 2 June 2026. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the meeting.

  2. Please indicate with an "X" in the appropriate boxes how you wish the proxy to vote. The proxy will exercise their discretion as to whether, and if so how, they will vote (i) on the resolutions referred to above if no instruction is given in respect of that resolution; and (ii) on any business or resolution considered at the meeting other than the resolutions referred to above. The "Withheld" option is provided to enable you to abstain on any resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.

  3. Members are entitled to appoint a proxy to exercise all or any of their rights to vote on their behalf at the meeting. If you appoint the Chair of the meeting as your proxy, and do not indicate clearly on the Form of Proxy as to how you wish the Chair of the meeting to vote, the Chair will use his discretion in relation to the resolution being put before the meeting. To appoint more than one proxy, either photocopy the Form of Proxy or obtain additional Forms of Proxy by contacting the Company's Registrar, Equiniti (+44 (0)371 384 2030, lines are open between 8:30am and 5:30pm, Monday to Friday excluding public holidays in England and Wales). Please indicate the proxy holder's name and the number of shares in relation to which you authorise them to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by marking the box on the Form of Proxy 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.

  4. To be effective, the relevant Form of Proxy must be completed and lodged with the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, no later than 8.30am on 2 June 2026.

  5. The Form of Proxy must be signed. If the Form of Proxy is signed by someone else on your behalf, their authority to sign it must be returned with the Form of Proxy. In the case of a joint holding, any holder may sign. If the shareholder is a corporation, the form may be executed under its common seal or by the signature of a duly authorised officer, attorney or other authorised person whose capacity should be stated.

  6. In the case of joint holders only one need sign this form, but the names of the other joint holders should be shown in the space provided. The vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. Seniority will be determined by the order in which the names of the holders appear in the Register of Members in respect of the joint holding.

  7. You can register your vote electronically via the Shareview website: www.shareview.co.uk. To vote, you will need to create an online portfolio using your Shareholder Reference Number quoted on this Form of Proxy and follow the on-screen instructions.

  8. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual. 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. See the Notes to the Notice of Meeting for further information on proxy appointment through CREST.

  9. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please refer to the Notice of Meeting.

  10. If you prefer, you may return the Form of Proxy to the Registrar in an envelope addressed to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 BLU. Please note that delivery using this service can take up to five business days.

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Freepost RTHJ-CLLL-KBKU
Equiniti
Aspect House
Spencer Road
LANCING
BN99 8LU