VIDENDUM PLC — Share Issue/Capital Change 2026

Mar 27, 2026

VIDENDUM PLC (the "Company")

Extract of the Minutes of the general meeting of the members of the Company duly convened and held at Regal House, 70 London Road, Twickenham, TW1 3QS on 27 March 2026 at 10.30 a.m.

The following resolutions were passed, in the case of resolutions 1, 2, 6 and 7 as ordinary resolutions and in the case of resolutions 3, 5 and 8 as special resolutions, under special business of the meeting:

Capital Raising

Ordinary resolutions

Resolution 1 – Authority to allot shares

THAT, subject to all the other Refinancing Resolutions being duly passed, the Company's board of directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company pursuant to and in accordance with section 551 of the Companies Act 2006 to allot shares and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of "relevant securities") up to an aggregate nominal amount of £396,049.39 pursuant to the Capital Raising and the Debt for Equity Conversion, which authority shall be in addition to the existing authority conferred on the Company's board of directors on 16 June 2025, which shall continue in full force and effect. The authority conferred by this resolution shall expire at the conclusion of the Company's next annual general meeting (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, revocation or variation and the Company's board of directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied.

Resolution 2 – Authority to allot shares at a discount

THAT, subject to all the other Refinancing Resolutions being duly passed, the Company's board of directors be and are hereby generally and unconditionally authorised to allot up to 39,604,939 New Ordinary Shares pursuant to the Capital Raising and the Debt for Equity Conversion, at an issue price of 270 pence, which is at a 87% discount to the Consolidated Closing Price as at 6 March 2026 (being the Latest Practicable Date) and otherwise on the terms set out in the prospectus, such authority to expire on the conclusion of the next annual general meeting of the Company (unless previously revoked or varied by the Company in a general meeting).

Special resolution

Resolution 3 – Disapplication of pre-emption rights

THAT, subject to all the other Refinancing Resolutions being duly passed, in addition to all existing authorities conferred on the Company's board of directors, the Company's board of directors be and are hereby generally and unconditionally authorised pursuant to section 571 of the Companies Act 2006 to allot equity securities (as defined in section

---

560(1) of the Companies Act 2006) for cash, pursuant to the authority conferred by resolutions 1 and 2 above, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, such power to be limited to the allotment of equity securities pursuant to the authority granted by resolutions 1 and 2 up to an aggregate nominal amount of £396,049.39. This authorisation:

(A) expires at the conclusion of the Company's next annual general meeting (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or enter into an agreement which would, or might, require equity securities to be allotted after such expiry, revocation or variation and the Company's board of directors may allot equity securities in pursuance of such offer or agreement as if the authority hereby conferred by this resolution had not expired or been revoked or varied; and

(B) shall enable the allotment of equity securities in connection with the Capital Raising and the Debt for Equity Conversion including any limits, restrictions or arrangements which the Company's board of directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter in connection therewith.

Capital Reorganisation

Special resolution

Resolution 5 – Amendment to the Articles of Association

THAT, subject to all the other Refinancing Resolutions being duly passed and the Subdivision becoming effective, the Articles of Association be amended by the insertion of new Articles 136 to 143 as follows:

“Deferred Shares”

136. Deferred Share Rights

The deferred shares of 19.995 pence each (the “Deferred Shares”) shall rank pari passu with each other but otherwise shall have the rights and be subject to the limitations and restrictions set out in Articles 137 to 143 as well as such further rights, limitations and restrictions (not being inconsistent with those set out in Articles 137 to 143) as may be determined by the directors.

137. Income

The holders of the Deferred Shares shall not be entitled to participate in the profits of the company (save as provided in Article 138) and shall not be entitled to any further or other right of participation in the assets of the company.

---

1. Capital

The holders of the Deferred Shares shall not have any right to participate in any distribution of the company's assets on a winding up or other distribution except that, after the return of the nominal amount paid up on all ordinary shares and the distribution of £500,000,000,000, there shall be distributed amongst the holders of the Deferred Shares an amount equal to the nominal value of the Deferred Shares.

1. Voting and General Meetings

The holders of the Deferred Shares shall not be entitled in respect of their holdings of such shares to receive notice of any general meeting or to attend, speak or vote at any general meeting.

1. Limitations

No Deferred Share shall:

(i) be transferable at any time other than with the prior written consent of the directors and the directors shall have the right to refuse to register any transfer undertaken without their prior written consent; or
(ii) entitle its holder to receive a share certificate in respect of such shareholding, save as required by law.

1. Transfer and Purchase

The company may at its option and is irrevocably authorised at any time after the creation of the Deferred Shares to authorise and instruct the secretary of the company (or any other person appointed for the purpose by the directors) as agent for the holders of the Deferred Shares and, without obtaining the consent of such holders, to:

(i) transfer all of the Deferred Shares to the secretary of the company for aggregate nil consideration and to execute all documentation that such person may consider is necessary or desirable in connection with such transfer; and/or
(ii) transfer all of the Deferred Shares to the company for an aggregate payment of £0.01 in respect of the total number of Deferred Shares being transferred or purchased and to execute all documentation that such person may consider is necessary or desirable in connection with such purchase of the Deferred Shares,

in each case without obtaining the sanction of the holder or holders thereof.

1. Rights Attaching to Deferred Shares

The rights attached to the Deferred Shares shall not be, or deemed to be, varied or abrogated by:

---

(i) the creation or issue of any new shares ranking in priority to or pari passu with or subsequent to such shares;
(ii) any amendment or variation of the rights of any other class of shares of the company;
(iii) the company reducing its share capital or share premium; or
(iv) the redemption, surrender, purchase or cancellation of any share, whether a Deferred Share or otherwise,

nor by the passing by the members of the company (or any class of them) of any resolution, whether in connection with any of the foregoing or for any other purpose, and accordingly no consent thereto by the holders of the Deferred Shares, or any of them, shall be required.

143. Cancellation

The company shall have the irrevocable authority to cancel any Deferred Share without making any payment to the holder and such cancellation shall not be deemed to be a variation or abrogation of the rights attaching to such Deferred Share."

Director and Senior Manager Subscriptions

Ordinary resolutions

Resolution 6 – Authority to allot shares

THAT, subject to all the other Resolutions being duly passed, the Company's board of directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company pursuant to and in accordance with section 551 of the Companies Act 2006 to allot shares and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of "relevant securities") up to an aggregate nominal amount of £1,944.48 pursuant to the Director and Senior Manager Subscriptions, which authority shall be in addition to the existing authority conferred on the Company's board of directors on 16 June 2025, which shall continue in full force and effect. The authority conferred by this resolution shall expire at 8:00 a.m. on 13 April 2026 (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, revocation or variation and the Company's board of directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied.

Resolution 7 – Authority to allot shares at a discount

THAT, subject to all the other Resolutions in this Notice of General Meeting being duly passed, the Company's board of directors be and are hereby generally and unconditionally authorised to allot up to 194,448 new Ordinary Shares pursuant to the

---

Director and Senior Manager Subscriptions at an issue price of 270 pence, which is at a 87% discount to the Consolidated Closing Price as at 6 March 2026 (being the Latest Practicable Date) and otherwise on the terms set out in the prospectus, such authority to expire at 8:00 a.m. on 13 April 2026.

Special resolution

Resolution 8 – Disapplication of pre-emption rights

THAT, subject to all the other Resolutions being duly passed, in addition to all existing authorities conferred on the Company's board of directors, the Company's board of directors be and are hereby generally and unconditionally authorised pursuant to section 571 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash, pursuant to the authority conferred by resolutions 6 and 7 above, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, such power to be limited to the allotment of equity securities pursuant to the authority granted by resolutions 6 and 7 up to an aggregate nominal amount of £1,944.48. This authorisation:

(A) expires at 8:00 a.m. on 13 April 2026 (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or enter into an agreement which would, or might, require equity securities to be allotted after such expiry, revocation or variation and the Company's board of directors may allot equity securities in pursuance of such offer or agreement as if the authority hereby conferred by this resolution had not expired or been revoked or varied; and

(B) shall enable the allotment of equity securities in connection with the Director and Senior Manager Subscriptions including any limits, restrictions or arrangements which the Company's board of directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter in connection therewith.

Certified a true extract

Jon Bolton
Group Company Secretary