13 March 2025

ECO Buildings Group PLC

 ("ECO" or the "Company")

Notice of General Meeting

Eco Buildings Group Plc confirms that it has posted a notice General Meeting and the associated form of proxy. A copy of the notice can be found below.   The GM will be held at 4.00 p.m. on 27 March 2025 at 160 Camden High Street, London, NW1 0NE

Further information is available on Eco Buildings website: www.eco-buildings.net

For more information contact:

Notice of General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of Eco Buildings Group plc ('the Company') will be held at the Company's registered office, 160 Camden High Street, London, NW1 0NE, United Kingdom at 4 p.m. on 27 March 2025 to consider, and if thought fit, to pass the following resolutions of which resolution 1 will be proposed as ordinary resolutions and resolution 2 as a special resolution. 

1.   THAT the Directors of the Company be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 ('the Act'), in addition to all previous authorities granted to them, to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company ('Rights') up to an aggregate nominal amount of  £278,743.56 and such authority shall, unless previously revoked or varied by Company in general meeting, expire at the conclusion of the next Annual General Meeting of the Company to be held in 2025, save that the Company may, at any time before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to be granted under such offer or agreement as if the authority conferred had not expired.

Special Resolution

2.     THAT, subject to and conditional upon the passing of resolution 1 above, the Directors of the Company be empowered under Section 570 of the Companies Act 2006 ('the Act') to allot equity securities (within the meaning of Section 560 of the Act) for cash and/or to sell or transfer shares held by the Company in treasury (as the Directors shall deem appropriate) under the authority conferred by resolution 1 above as if section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:

a.     the allotment of equity securities in connection with any rights issue or other pro-rata offer in favour of the holders of ordinary shares of 1p each in the Company where the equity securities respectively attributable to the interests of all such holders of shares are proportionate (as nearly as may be practicable) to the respective number of shares held by them in the capital of the Company, provided that the Directors of the Company may make such arrangements in respect of overseas holders of shares and/or to deal with fractional entitlements as they consider necessary or convenient; and

b.     the allotment (otherwise than pursuant to sub-paragraph (a) above) of further equity securities and/or the sale or transfer of shares held by the Company in treasury (as the Directors shall deem appropriate) up to an aggregate nominal amount of £168,935.50.

and this authority shall expire at the conclusion of the Company's Annual General Meeting to be held in 2025, save that the Company may, at any time before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors of the Company may allot equity securities under such offers or agreements as if the power conferred by this resolution had not expired and provided further that this authority shall be in substitution for, and to the exclusion of, any existing authority conferred on the Directors.

By order of the Board

Ben Harber

Company Secretary

11 March 2025

Registered office: 160 Camden High Street, London, NW1 0NE, United Kingdom

Notes

1.             Right to attend, speak and vote

If you would like to attend, speak and vote at the GM you must be on the Company's register of members at 4 p.m.  on 25 March 2025.  This will allow us to confirm how many votes you have on a poll.  Changes to the entries in the register of members after that time, or, in the event of any adjournment, close of business on the date which is 48 hours (excluding non-working days) before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to attend, speak or vote at the AGM.

2.             Appointment of proxies

If you are a member of the Company you may appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the meeting on your behalf.  You may only appoint a proxy using the procedures set out in these notes and in the notes on the proxy form, which you should have received with this notice of meeting. 

A proxy need not be a member of the Company but must attend the meeting to represent you.  Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes on the form. If you wish for your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

You may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares which you hold.  If you wish to appoint more than one proxy you may photocopy the proxy form or alternatively you may contact Ben Harber, 160 Camden High Street, London, NW1 0NE.

3.             Appointment of proxy using hard copy proxy form

The notes to the proxy form explain how to direct your proxy, how to vote on each resolution or withhold their vote.  A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.  If you do not indicate on the proxy form how your proxy should vote, they will vote or abstain from voting at their discretion.  They will also vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.

To appoint a proxy using the proxy form, the form must be completed, signed and received by the Company Secretary no later than 48 hours (excluding non-working days) before the meeting.  Any proxy forms (including any amended proxy forms) received after the deadline will be disregarded.

The completed form may be returned by any of the following methods:

·      Sending or delivering it to Ben Harber at 160 Camden High Street, London, NW1 0NE.

·      Scanning it and sending it by email to proxies@eco-buildings.net

If the shareholder is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer or attorney.  Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

4.             Appointment of proxy by joint members

In the case of 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 holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

5.             Changing your instructions

To change your proxy instructions simply submit a new proxy form using the methods set out above.   The amended instructions must be received by the Company Secretary by the same cut-off time noted above.  Where you have appointed a proxy using a hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact the Company Secretary on telephone number +44 (0) 207 264 4366.   If you submit more than one valid proxy form, the one received last before the latest time for the receipt of proxies will take precedence.

6.             Termination of proxy appointments

In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Ben Harber at 160 Camden High Street, London, NW1 0NE. Alternatively you may send the notice by email to proxies@eco-buildings.net. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer or attorney.  Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

In either case, your revocation notice must be received by the Company Secretary no later than 48 hours (excluding non-working days) before the meeting.   If your revocation is received after the deadline, your proxy appointment will remain valid.  However, the appointment of a proxy does not prevent you from attending the meeting and voting in person.  If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

7.             Communications with the Company

Except as provided above, members who have general queries about the meeting should telephone the Company Secretary on +44 (0) 207 264 4366 (no other methods of communication will be accepted).  You may not use any electronic address provided either in this notice of general meeting; or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

8.             Issued shares and total voting rights

As at 5.00 p.m., on the day immediately prior to the date of posting of this notice of meeting, the Company's issued share capital comprised of 84,467,747 Ordinary shares of 1p each.  Each ordinary share carries the right to one vote and therefore, the total number of voting rights in the Company at that time was 84,467,747.

Explanation of Resolutions

The Company's General Meeting will be held at 4 p.m. on 27 March 2025 at the offices of the company.  The Notice of Meeting is set out on page 1 of this document. Details of resolutions to be considered at the meeting are given below.   Resolutions 1 is proposed as an ordinary resolution, which means that for this resolution to be passed, more than half (50%) of the votes cast must be in favour of the resolution.   Resolution 2 is proposed as a special resolution, which means that for this resolution to be passed, at least three-quarters (75%) of the votes cast must be in favour of the resolution.

Authority to allot shares and Disapplication of Pre-emption Rights (resolutions 1 and 2)

The purpose of these resolutions is to give the Directors authority to allot shares in place of the existing authority approved at the Annual General Meeting of the Company held on 26 July 2024.

In accordance with best practice and institutional investor guidelines, the Directors are seeking authority under resolution 1 to allot up to a maximum of 27,874,356  Ordinary shares. This represents approximately 33% of the issued ordinary share capital as at 11 March 2025. Further, in order to retain some flexibility, the Directors are seeking power under resolution 2 to allot 16,893,548 equity securities wholly for cash other than on a pre-emptive basis to current shareholders pro-rata to their existing holdings. This amount represents 20% of the issued ordinary share capital as at 11 March 2025. Unless previously revoked, these authorities will be valid until the conclusion of the next Annual General Meeting of the company to be held in 2025 or 27 March 2026, whichever is the earlier.

It is intended to renew each of the above authorities at each Annual General Meeting.