Pre-Annual General Meeting Information • Nov 6, 2025
Pre-Annual General Meeting Information
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If you are in any doubt about the contents of this document ("Notice") or as to what action you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended, if you are in the United Kingdom of Great Britain and Northern Ireland ("UK") or, if not, another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all your ordinary shares of nominal value £0.00002 each in the capital of Supply@ME Capital plc (the "Company") ("Ordinary Shares"), please forward this Notice, together with the accompanying form of proxy ("Form of Proxy"), as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into the United States, Canada, Australia, the Republic of South Africa or Japan or to any other jurisdiction if to do so would constitute a violation of the laws of such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares, please retain this Notice and the accompanying Form of Proxy and contact the stockbroker, bank or other agent who arranged the sale or transfer as soon as possible.
The distribution of this Notice in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this Notice comes should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdictions.

(Incorporated in England and Wales with company number 03936915)
This Notice should be read in its entirety. Your attention is drawn to the letter from the Board of Directors of the Company (the "Board" or "Directors") set out on pages 1 to 4 of this Notice, which sets out the Directors' recommendations as to voting at the Annual General Meeting of the Company (the "AGM").
Notice of an Annual General Meeting of Supply@ME Capital plc, to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD, United Kingdom on 4 December 2025 at 11.00 a.m. is set out on pages 5 and 6 of this Notice.
Your attention is drawn to the letter from the Board on pages 1 to 4 of this Notice. Shareholders of the Company ("Shareholders" and each, a "Shareholder") are requested to complete, sign and return the Form of Proxy accompanying this Notice to the Company's registrar, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, United Kingdom (the "Registrar") as soon as possible but in any event so as to be received by the Registrar by no later than 11.00 a.m. on 2 December 2025 or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting (excluding weekends and public holidays). Returning a Form of Proxy will not preclude a Shareholder from attending and voting at the AGM in person.
(Incorporated and registered in England and Wales, with company number 03936915)
Albert Ganyushin, Independent Chair and Non-Executive Director Alessandro Zamboni, Chief Executive Officer and Executive Director David Bull, Independent Non-Executive Director Alexandra Galligan, Independent Non-Executive Director
Directors: Registered office: 27/28 Eastcastle Street London W1W 8DH United Kingdom
5 November 2025
Dear Shareholder,
We are pleased to present the details of the Company's Annual General Meeting (the "AGM") which will be held at the offices of the Company's legal advisers, Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD, United Kingdom at 11.00 a.m. on Thursday, 4 December 2025.
Under the Company's Articles of Association ("Articles"), the Company is obliged to hold an Annual General Meeting once a year. It provides Shareholders with the opportunity to meet the Directors and to discuss the business of the AGM.
The Company announced its financial results for the year ended 31 December 2024 on 13 October 2025. The Annual Report and Accounts of the Company for the financial year ended 31 December 2024 ("2024 Annual Report and Accounts") is available for inspection on the Company's website, https://www.supplymecapital.com/page-results-and-reports/ in accordance with the Financial Conduct Authority's ("FCA") Disclosure Guidance and Transparency Rule 6.3.5R(3), and, in accordance with Listing Rule 14.3.6. Copies of the Notice of AGM and Form of Proxy will be submitted to the National Storage Mechanism maintained by the FCA and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
On pages 5 and 6 of this Notice, you will find the notice convening the AGM, which is to be held on Thursday, 4 December 2025 at 11.00 a.m.
A summary of the action you should take is set out on pages 7 and 8 and in the notes to the Form of Proxy that accompanies this Notice.
The purpose of the AGM is to consider and, if thought fit, to pass the Resolutions, in each case as set out in full in this Notice. Resolutions 1 to 7 inclusive will be proposed as ordinary resolutions and Resolutions 8 and 9 will be proposed as special resolutions:
Resolution 2: To approve the Directors' Remuneration Report for the financial year ended 31 December 2024 ("Remuneration Report").
Resolution 3: To appoint Bright Grahame Murray as auditors of the Company ("Auditors").
The Company is required to appoint the Auditor on an annual basis, which it is seeking authority for pursuant to Resolution 3. Bright Grahame Murray acted as the Auditor for the year ended 31 December 2024 and have indicated their willingness to continue in office until the conclusion of the next Annual General Meeting and the Directors have considered the terms of appointment and service provided by Bright Grahame Murray and are comfortable that they should remain as the Auditors.
Resolution 4 gives the Directors authority to agree the Auditors' remuneration.
Biographical details of the Directors proposed to be re-appointed at the Annual General Meeting can be found on pages 46 and 48 of the 2024 Annual Report and Accounts made available to Shareholders on the Company's website: https://www.supplymecapital.com/page-results-and-reports/. In accordance with article 77 of the Articles, Mr. Alessandro Zamboni and Mr. David Bull will be seeking reappointment. In proposing the re-appointment of the Directors, the Chairman of the Company has confirmed that each individual continues to make an effective and valuable contribution to the Board and demonstrates commitment to their role.
Resolution 7: Resolution 7 seeks authorisation for the Directors to be provided with a general authority allot and issue Ordinary shares or Warrants. This general authority would permit the Directors to allot and issue Ordinary shares or Warrants representing at least 10% of the nominal value of the issued ordinary share capital of the Company rounded to the nearest sterling as at the date of this Notice.
Resolution 8: Resolution 8 seeks authorisation for the Directors to disapply pre-emption rights in respect of the authorities granted pursuant to Resolution 7. This authority represents at least 10% of the nominal value of the issued ordinary share capital of the Company rounded to the nearest sterling at the date of this Notice. For the purpose of section 571 of the Companies Act, the Directors consider that the general authority sought is, appropriate for the Company's requirements.
Resolution 9: The Companies Act requires that all general meetings (other than an annual general meeting) must be held on 21 clear days' notice unless Shareholders agree to a shorter notice period which is subject to a minimum of 14 clear days' notice. In order to be able to call a general meeting on less than 21 clear days' notice the Company must make an electronic means of voting available to all Shareholders for the meeting. This condition is met by the Company providing the facility for Shareholders to appoint a proxy via an online shareholder portal operated by our Registrars. The Directors therefore propose Resolution 9 as a special resolution to approve 14 clear days as the minimum period of notice for all general meetings of the Company other than annual general meetings, this approval will be effective until the end of the next annual general meeting. The Board will consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time-sensitive and it would therefore be to the advantage of the Shareholders to call the meeting on shorter notice and, where such is thought to be generally to be in the interests of the Shareholders as a whole.
A Form of Proxy is enclosed for use by Shareholders in respect of the Annual General Meeting.
Shareholders are asked to complete, sign and return the Form of Proxy by post or by hand in accordance with the instructions printed therein so as to be received as soon as possible by the Registrar, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, United Kingdom but in any event so as to arrive no later than 48 hours (excluding weekends and public holiday) before the Annual General Meeting, being 11.00 a.m. on 2 December 2025 unless the Annual General Meeting is adjourned in which case proxies should be returned no later than 48 hours (excluding weekends and public holiday) prior to the time of the adjourned meeting.
Shareholders who would like to attend the Annual General Meeting in person are asked to register their intention as soon as practicable by email to [email protected]. We have also arranged for Shareholders to have the opportunity to raise questions in advance and, should they be unable to attend in person, invite them to listen to the Annual General Meeting via video conference if they wish.
The Board remains committed to Shareholder engagement and has made the arrangements set out above and below to help facilitate this.
Whether or not you propose to attend the Annual General Meeting, the Board encourages you to appoint the Chair of the meeting ("Chair") as your proxy to vote as you direct at the Annual General Meeting, and asks that you please complete and submit a Form of Proxy to enable you to vote at the Annual General Meeting, even if you are unable to attend it. This will not prevent you from attending and voting at the Annual General Meeting in person if you so wish.
The Board recognises the opportunity that the Annual General Meeting provides for Shareholders in respect of any questions they have relating to the Company. In order to ensure that shareholders are able to follow the proceedings of the AGM without attending in person, the Company will provide access online via the Investor Meet Company platform. However, please note that shareholders will not be able to vote online at the AGM via the platform and are therefore requested to submit their votes via proxy, as early as possible.
Shareholders are invited to submit any questions for the Board to consider. Questions can be pre submitted ahead of the AGM via the Investor Meet Company Platform up until 3 December 2025, 09:00 a.m. or submitted at any time during the AGM itself.
Shareholders that wish to attend the AGM remotely should register for the event in advance by using the following link:
https://www.investormeetcompany.com/supply-at-me-capital-plc/register-investor
Investors who already follow SUPPLY@ME CAPITAL PLC on the Investor Meet Company platform will automatically be invited.
The Directors recommend that you vote in favour of each of the Resolutions as they intend to do so in respect of their aggregate beneficial holding of 16,201,531,862 Ordinary Shares, representing approximately 22.59% of the total number of issued Ordinary Shares in the Company.
Yours faithfully,
Albert Ganyushin On behalf of the Board Supply@Me Capital plc
(Registered in England and Wales under No. 03936915)
NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at the offices of the Company's legal advisers, Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD, United Kingdom at 11.00 a.m. on Thursday, 4 December 2025 (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the following Resolutions, the first seven of which will be proposed as ordinary resolutions and of which resolutions eight and nine will be proposed as special resolutions.
This authority is in substitution for all previous authorities conferred upon the Directors pursuant to Section 551 of the Act, but without prejudice to the allotment of any equity securities or grant of rights to subscribe for or to convert any security into shares in relation to those warrants already made or offered or agreed to be made pursuant to such authorities.
The authority granted by this resolution will expire on the conclusion of the Company's next
Annual General Meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
This authority is in substitution for all previous authorities conferred upon the Directors pursuant to Section 570 of the Act, but without prejudice to the allotment of any equity securities or grant of rights to subscribe for or to convert any security into shares in relation to those warrants already made or offered or agreed to be made pursuant to such authorities.
Registered Office: BY ORDER OF THE BOARD
27/28 Eastcastle Street
London, W1W 8DH MSP Corporate Services Limited United Kingdom Company Secretary
Company number: 03936915
5 November 2025
Shareholders' attention is drawn in particular to the text in bold at Notes 1 and 3.
he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 2 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.

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