Notice of General Meeting
Notice is given that a general meeting (“General Meeting” or “GM”) of ZenovaGroup PLC (the “Company”) will be held at 160 Camden High Street, London, England, NW1 0NE on 31 March 2025 at 11.00am to consider the following resolutions, of which resolution 1 will be proposed as an ordinary resolution and resolutions 2-3 will be proposed as a special resolution:
ORDINARYRESOLUTION
1. THATthe directors be generally and unconditionally authorised in accordance withsection 551 of the Companies Act 2006 (the “Act”) and in substitution for allexisting authorities under that section, to exercise all the powers of theCompany to allot shares in the Company or to grant rights to subscribe for, orto convert any security into, shares in the Company (“Rights”) up to anaggregate nominal amount of £200,000 during the periodcommencing on the date of the passing of this resolution and expiring at theconclusion of the next annual general meeting of the Company or on the close ofbusiness on the date that is fifteen (15) months after the date on which thisresolution is passed, whichever is earlier, and provided further that theCompany shall be entitled before such expiry to make an offer or agreementwhich would or might require shares to be allotted or rights to be grantedafter such expiry and the Directors shall be entitled to allot shares and grantrights under such offer or agreement as if this authority had not expired.
SPECIALRESOLUTIONS
2. THAT the issue and allotment of ordinary sharesat nominal value of £50,000, on 28 February 2025, as part of the Placingannounced by the Company on 21 February 2025, be ratified and approved.
3. THATsubject to the passing of resolution 1 above, the directors be empowered undersection 570 of the Act to allot equity securities (within the meaning ofsection 560 of the Act) for cash under the general authority already given asif sub-section 561(1) of the Act did not apply to any such allotment, providedthat this power shall be limited to:
a) theallotment of equity securities in connection with an offer of such securitiesto holders of ordinary shares where the equity securities for which ordinaryshares are respectively entitled to subscribe are proportionate (as nearly asmay be) to the respective numbers of ordinary shares held by them, but subjectto such exclusions or other arrangements as the directors may deem necessary orexpedient in relation to fractional entitlements or any legal or practicalproblems under the laws of any overseas territory or the requirements of any regulatory body or stock exchange; and
b) theallotment (otherwise than under sub-paragraph (a) above) of equity securitiesup
to anaggregate nominal value of £200,000;
and so thatsuch power (unless previously revoked or varied) shall expire at the end of thenext annual general meeting, (or if earlier on the close of business on thedate that is fifteen (15) months after the date on which this resolution ispassed provided that the directors may, before the power expires, make an offeror enter into an agreement which would or might require equity securities to beallotted after such power expires.
By Order of the Board
Registered Office:
101 Kings Road
Brentwood
Fiona Rodford
England
Chair
CM14 4DR
14 March 2025
Notes
1. Right toattend, speak and vote
If you wantto attend, speak and vote at the GM you must be on the Company’s register ofmembers by 6.00pm on 27th of March 2025. This will allow us toconfirm how many votes you have on a poll. Changes to the entries in theregister of members after that time, or, if the GM is adjourned, 48 hours (excludingnon-working days) before the time of any adjourned meeting, shall bedisregarded in determining the rights of any person to attend, speak or vote atthe GM.
2.Appointment of proxies
If you are amember of the Company you may appoint one or more proxies to exercise all orany of your rights to attend, speak and vote at the meeting. You may onlyappoint a proxy using the procedures set out in these notes and in the notes onthe proxy form, which you should have received with this notice of meeting.
A proxy doesnot need to be a member of the Company but must attend the meeting to representyou. Details of how to appoint the Chairman of the meeting or another person asyour proxy using the proxy form are set out in the notes on the form. If youwish your proxy to speak on your behalf at the meeting, you will need to appointyour own choice of proxy (not the Chairman) and give your instructions directlyto them.
You mayappoint more than one proxy in relation to the GM provided that each proxy isappointed to exercise the rights attached to a different share or shares whichyou hold. If you wish to appoint more than one proxy you may photocopy theproxy form or alternatively you may contact the Company’s registrars, NevilleRegistrars Limited on +44 (0) 121 585 1131.
3.Appointment of proxy using hard copy proxy form
The notes tothe proxy form explain how to direct your proxy how to vote on each resolutionor withhold their vote. A vote withheld is not a vote in law, which means thatthe vote will not be counted in the calculation of votes for or against theresolution. If you do not indicate on the proxy form how your proxy shouldvote, they will vote or abstain from voting at their discretion. They will alsovote (or abstain from voting) at they think fit in relation to any other matterwhich is put before the meeting.
To appoint aproxy using the proxy form, the form must be completed, signed and received byNeville Registrars Limited no later than 48 hours (excluding non-working days) beforethe meeting, that is 11.00 a.m. 27th of March 2025. Any proxy forms(including any amended proxy appointments) received after the deadline will bedisregarded.
· Thecompleted form(s) may be returned by one of the following methods:
· Sendingor delivering it to Neville Registrars Limited at Neville House, SteelparkRoad, Halesowen, B62 8HD or,
· Scanningit and sending it by email to info@nevilleregistrars.co.uk with the company name and “Proxy vote” written in thesubject box
If theshareholder is a company, the proxy form must be executed under its common sealor signed on its behalf by an officer or attorney. Any power of attorney or anyother authority under which the proxy form is signed (or a duly certified copyof such power or authority) must be included with the proxy form.
4.Appointment of proxy by joint members
In the caseof joint holders, where more than one joint holder purports to appoint a proxy,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 holdersappear in the Company's register of members in respect of the joint holding(the first-named being the most senior).
5. Changingyour instructions
To changeyour proxy instructions simply submit a new proxy appointment using the methodsset out above. The amended instructions must be received by the registrars bythe same cut-off time noted above. Where you have appointed a proxy using ahard copy proxy form and would like to change the instructions using anotherhard copy proxy form, please contact Neville Registrars Limited on +44 (0) 121585 1131. If you submit more than one valid proxy form, the one received lastbefore the latest time for the receipt of proxies will take precedence.
6.Termination of proxy appointments
In order torevoke a proxy instruction, you will need to inform the Company by sending asigned hard copy notice clearly stating your intention to revoke your proxyappointment to Neville Registrars Limited at Neville House, Steelpark Road,Halesowen, B62 8HD.
Any power ofattorney or any other authority under which the revocation notice is signed (ora duly certified copy of such power or authority) must be included with therevocation notice.
In eithercase, your revocation notice must be received by Neville Registrars Limited nolater than 48 hours (excluding non-working days) before the meeting. If yourrevocation is received after the deadline, your proxy appointment will remainvalid. However, the appointment of a proxy does not prevent you from attendingthe meeting and voting in person. If you have appointed a proxy and attend themeeting in person, your proxy appointment will automatically be terminated.
7.Communications with the Company
Except asprovided above, members who have general queries about the meeting shouldtelephone Neville Registrars on +44 (0) 121 585 1131 or email them atinfo@nevilleregistrars.co.uk. You may not use any electronic address providedeither in this notice of general meeting; or any related documents (includingthe Chairman's letter and proxy form), to communicate with the Company for anypurposes other than those expressly stated.
8. Issuedshares and total voting rights
As at 6.00p.m. on the business day immediately prior to the date of posting of thisnotice of meeting, the Company’s issued share capital comprised 240,225,973 ordinary shares of 0.1p each. Eachordinary share carries the right to one vote at a general meeting of theCompany and, therefore, the total number of voting rights in the Company atthat time was 240,225,973.
