Springfield Properties : Notice of AGM 2023

SPRINGFIELD PROPERTIES PLC

(Registered in Scotland with company number SC031286)

NOTICE OF 2023 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 annual general meeting (the "AGM") of Springfield Properties plc (the "Company") will be held at Alexander Fleming House, 8 Southfield Drive, Elgin, Morayshire, IV30 6GR on Wednesday 25th October 2023 at 1.00pm for the purpose of considering and, if thought fit, passing the resolutions set out below, of which resolutions 1 to 6 (inclusive) will be proposed as ordinary resolutions and resolutions 7 to 9 (inclusive) will be proposed as special resolutions.

ORDINARY RESOLUTIONS

1. To receive the financial statements of the Company and the directors' and auditors' reports thereon for the year ended 31 May 2023.
2. To reappoint Alexander (Sandy) Adam (who retires by rotation and, being eligible, offers himself for re-election) as a director of the Company.
3. To reappoint Innes Smith (who retires by rotation and, being eligible, offers himself for re-election) as a director of the Company.
4. To reappoint Iain Logan (who, having been appointed since the last annual general meeting of the Company, retires and, being eligible, offers himself for re-election) as a director of the Company
5. To re-appoint BDO LLP, Chartered Accountants, as auditors of the Company from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before shareholders and to authorise the directors to fix the auditors' remuneration.
6. That the directors of the Company are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all powers to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:
7. 1. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £98,766.86 in connection with an offer by way of rights issue:
   2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings;
      2. to the holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

and subject to such exclusions or other arrangements as the directors consider expedient in relation to fractional entitlements, legal, regulatory or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, any territory, or any other matter; and

1. in any other case up to an aggregate nominal amount of £49,383.43 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph (a) above in excess of £49,383.43),

provided that such authority, unless renewed, varied or revoked by the Company, shall expire on 31 December 2024 or, if earlier, the date of the next annual general meeting of

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the Company after the passing of this resolution save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company but is without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

SPECIAL RESOLUTIONS

7. That, if resolution 6 is passed, the board of directors of the Company be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under resolution 6(a), by way of a rights issue only) to:
2. 1. the ordinary shareholders made in proportion (as nearly as may be practicable) to their existing respective holdings; and
   2. to the holders of other equity securities as required by the rights of those securities or as the directors of the Company otherwise consider necessary,

and subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;

1. to the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) above) up to a nominal amount of £14,815.03; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the board of directors of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 31 December 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the board of directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

8. That, if resolution 6 is passed, the board of directors of the Company be authorised, in addition to any authority granted under resolution 7 above, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by resolution 6 and/or to sell ordinary shares held by

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the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £14,815.03, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the board of directors of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre- Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
2. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the board of directors of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre- Emption Group prior to the date of this notice,

such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 31 December 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the board of directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

9. That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of section 693(4) of that Act) of ordinary shares of 0.125 pence each in the Company provided that:

1. the maximum number of ordinary shares hereby authorised to be purchased is 11,852,023, representing approximately 10% of the Company's issued ordinary share capital at the date of the notice of this annual general meeting;
2. the minimum price (exclusive of any expenses) which may be paid for each ordinary share is 0.125 pence;
3. the maximum price (exclusive of any expenses) which may be paid for each ordinary share shall be not more than 5% above the average of the middle market quotations for an ordinary share on the relevant investment exchange on which the ordinary shares are traded for the five business days immediately preceding the date on which such ordinary share is contracted to be purchased;
4. unless previously revoked or varied, the authority hereby conferred shall expire on the conclusion of the next annual general meeting of the Company; and

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1. the Company may make a contract or contracts for the purchase of ordinary shares under this authority before the expiry of this authority which would or might be executed wholly or partly after the expiry of such authority, and may make purchases of ordinary shares in pursuance of such a contract or contracts, as if such authority had not expired.

By order of the board

Andrew Todd

Company Secretary

27 September 2023

c/o Alexander Fleming House 8 Southfield Drive

Elgin

Morayshire IV30 6GR

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Notes:

Entitlement to vote

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered in the Company's register of members at:

• close of business on Monday 23 October 2023; or
• if the AGM is adjourned, at close of business on the day two days prior to the adjourned meeting,

shall be entitled to vote at the AGM.

1. If members are unable to attend the AGM in person, they are encouraged to vote in one of the following ways:
2. • By logging on to sharevote.co.uk and following the instructions; or shareholders who have already registered with Equiniti's online portfolio service, EQ Shareview, can appoint their proxy electronically by logging on to their portfolio at shareview.co.uk using their ID and password. Once logged in, click 'View' on the 'My Investments' page, click on the link to vote then follow the on-screen instructions. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 1.00pm on Monday, 23 October 2023. Please note that any electronic communication found to contain a computer virus will not be accepted.
   • You may request a hard copy form of proxy directly from the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, UK. If you require any assistance in locating the above documents, please contact Equiniti Limited on [phone] (if calling from outside of the UK, please ensure the country code is used). Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales). Further details on how to appoint a proxy are set out in paragraphs 3 and 4 below.
3. By logging on to sharevote.co.uk and following the instructions; or shareholders who have already registered with Equiniti's online portfolio service, EQ Shareview, can appoint their proxy electronically by logging on to their portfolio at shareview.co.uk using their ID and password
4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed a service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
   In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent, Equiniti (RA19), by 13.00 p.m. on 23 October 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

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