REG - Empresaria Group PLC - Notice of Requisitioned GM and posting of Circular

EmpresariaAnnouncement

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RNS Number : 7543Z  Empresaria Group PLC  17 September 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 (AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

17 September 2025

Empresaria Group plc

("Empresaria", or the "Company", or the "Group")

Notice of Requisitioned General Meeting and posting of Circular

As announced on 26 August 2025, the board of directors (the "Board") of
Empresaria received a requisition notice (the "Original Requisition") from Mr
Anthony Martin ("Mr Martin") (former chairman of Empresaria) who holds
approximately 27.93% of the Company's voting rights for the Company to hold a
general meeting (the "Requisitioned General Meeting") to remove four of its
current directors, those being Stephen Bellamy, Ranjit de Sousa, Rhona Driggs
and Penelope Freer, and to appoint four new directors to the Board.

The Original Requisition contained certain errors which would have meant that
the resolution to remove Penny Freer as a Director would not have been
effective. Despite being under no obligation to do so, the Company informed Mr
Martin and his legal counsel of this fact and, on 27 August 2025, Mr Martin
served an updated requisition notice (the "Requisition") with such errors
rectified.

The following ordinary resolutions will be proposed to the Company's
shareholders ("Shareholders") for consideration at the Requisitioned General
Meeting:

1.   To remove Stephen Gerard Bellamy from office as director of the Company
with effect from the end of the Requisitioned General Meeting.

2.   To remove Ranjit Bernardo Elvino de Sousa from office as director of
the Company with effect from the end of the Requisitioned General Meeting.

3.   To remove Rhona Lynne Driggs from office as director of the Company
with effect from the end of the Requisitioned General Meeting.

4.   To remove Penelope Anne Freer from office as director of the Company
with effect from the end of the Requisitioned General Meeting.

5.   To appoint Joost Kreulen as director of the Company with effect from
the end of the Requisitioned General Meeting.

6.   To appoint Vinod Tailor as director of the Company with effect from the
end of the Requisitioned General Meeting.

7.   To appoint Arun Shankardass as director of the Company with effect from
the end of the Requisitioned General Meeting.

8.   To appoint Eckhard Kohn as director of the Company with effect from the
end of the Requisitioned General Meeting.

9.  That any person appointed as a director of the Company since the date of
the Requisition of the Requisitioned General Meeting at which this resolution
is proposed, and who is not one of the persons referred to in the resolutions
numbered 5 to 8 (inclusive) above, be removed as a director of the Company
with effect from the end of the meeting.

Accordingly, the Company is today posting a circular to Shareholders (the
"Circular") in response to the Requisition and a Notice of General Meeting
(the "Notice") convening the Requisitioned General Meeting for Shareholders
which is to be held at the offices of Osborne Clarke LLP at One London Wall,
London EC2Y 5EB at 2.00 p.m. on 15 October 2025.

The Board believes that these Resolutions, if passed, prejudice Shareholder
value. The Board is unanimously recommending that you vote against all the
Resolutions at the Requisitioned General Meeting as the Board will do in
respect of the Ordinary Shares which they are able to procure the vote,
totalling 1.26 per cent. of the Company's issued share capital.

The Chair's letter to Shareholders contained in the Circular is available
below. A copy of the Circular and Notice will shortly be made available to
view at www.empresaria.com.

Capitalised terms used herein but not otherwise defined shall have the same
meaning given to them in the Circular being posted to Shareholders today.

Singer Capital Markets - Nominated Adviser

Singer Capital Markets Advisory LLP, the Company's nominated adviser, has
confirmed to the Board that, in a situation where one or more of the
Resolutions are approved by Shareholders, it would resign immediately as the
Company's nominated adviser.

Further, in the event the Board resolves, prior to the Requisitioned General
Meeting, to appoint any new directors nominated by Mr Martin (including any
Proposed Director) prior to receiving confirmation from Singer Capital Markets
that it has discharged its obligations under the AIM Rules for Nominated
Advisers in relation to such director appointments, then Singer Capital
Markets has confirmed that it would resign immediately as the Company's
Nominated Adviser.

Shareholders should note that AIM Rule 1 requires every AIM company to retain
a nominated adviser at all times. The nominated adviser is responsible for
advising and guiding the Company on compliance with the AIM Rules (AIM Rule
31).

If the Nominated Adviser resigns, the Ordinary Shares are suspended from
trading immediately and the Company has one month to appoint a replacement
nominated adviser. Failure to do so results in the cancellation of the
admission to trading of the Ordinary Shares from AIM (AIM Rule 1).

The person responsible for releasing this announcement on behalf of the
Company is Tim Anderson, Chief Financial Officer of the Company.

Enquiries:

 Empresaria Group plc                                                    Via Canaccord Genuity
 Rhona Driggs, Chief Executive Officer

 Tim Anderson, Chief Financial Officer

 Canaccord Genuity (Financial Adviser, Rule 3 Adviser and Joint Broker)  Tel: +44 (0) 20 7523 8300
 Chris Robinson

 Ben Spencer

 Bobbie Hilliam

 Harry Rees

 Singer Capital Markets (Nominated Adviser and Joint Broker)             Tel: +44 (0) 20 7496 3000
 Alex Bond

 Peter Steel

 Oliver Platts

 

Letter from the Chair of Empresaria Group plc to Shareholders

 Dear Shareholder,

 

Notice of Requisitioned General Meeting

 

1.     Introduction

As announced by the Company on 26 August 2025, the Company received a
requisition notice pursuant to section 303 of the Companies Act 2006 (the
"Act") in respect of ordinary shares in the capital of the Company (the
"Ordinary Shares") owned by Anthony Martin ("Mr Martin"), requiring
resolutions to be put to Shareholders at a general meeting (the "Original
Requisition"). Mr Martin holds more than 5 per cent. of the Ordinary Shares
and so complies with the statutory threshold set out in section 303(2)(a) of
the Act.

 

The Original Requisition contained certain errors which would have meant that
the resolution to remove Penny Freer as a Director would not have been
effective. Despite being under no obligation to do so, the Company informed Mr
Martin and his legal counsel of this fact and, on 27 August 2025, Mr Martin
served an updated requisition notice (the "Requisition") with such errors
rectified.

 

The resolutions comprise the removal of all of the current Independent
Non-Executive Directors (being Steve Bellamy, Ranjit de Sousa and Penny Freer,
the Chair), the removal of the Chief Executive Officer, Rhona Driggs and the
appointment of four new directors nominated by Mr Martin (the "Resolutions").

As a result of the Requisition, the Company is required to convene the
Requisitioned General Meeting to allow Shareholders to consider and vote on
the Resolutions. The full text of the Resolutions is set out in the notice of
meeting at the end of this document.

Mr Martin has exercised his right, pursuant to section 314 of the Act to
require the Company to circulate, to members of the Company entitled to
receive notice of a general meeting, a statement of not more than 1,000 words
with respect to: (a) a matter referred to in a proposed resolution to be dealt
with at that meeting; or (b) other business to be dealt with at that meeting
(the "Statement"). A copy of the Statement is set out in Annex 1 to this
document. Shareholders are informed that the Statement has been reproduced in
Annex 1 without amendment. In particular, we have not corrected the
typographical errors contained in the Statement (including the erroneous
references to 'Empresaria PLC', which is not the name of the Company).

 

The Board's response to, and rebuttal of, the Statement is set out in Part 2
to this document.

 

We strongly encourage Shareholders to complete and return their Forms of Proxy
(whether by hard copy or electronic means) and to attend the Requisitioned
General Meeting in person or by proxy as so doing will provide the opportunity
to vote on matters that will critically affect the future of the Company and
destined to lead to a destruction in Shareholder value.

 

The purpose of this letter is to provide Shareholders with details of the
Resolutions and explain why the Board believes that these Resolutions are not
in your best interests or those of the Company. The Board believes that these
Resolutions, if passed, prejudice Shareholder value. This letter therefore
highlights a number of reasons why the Board is unanimously recommending that
you vote against all the Resolutions at the Requisitioned General Meeting as
the Board will do in respect of the Ordinary Shares which they are able to
procure the vote, totalling 1.26 per cent. of the Issued Share Capital.

 

2.     Reasons why the Board recommends you VOTE AGAINST ALL the
Resolutions

 

Board skills and succession

We are committed to maintaining strong governance practices and ensuring an
orderly approach to Board succession.

As outlined in our 2024 Annual Report, Penny Freer has confirmed her intention
to step down no later than the 2026 AGM, having served over 20 years on the
Board, the last two years as Chair. Stepping down at the 2025 AGM was
considered, but following advice from our advisers and consultation with the
Major Shareholders (including with the approval of Mr van Heijst, and with no
objection from Mr Martin) in light of ongoing strategic initiatives and the
planned retirement of another long-standing non-executive director at the 2025
AGM, the Board believed continuity of leadership was in the best interests of
the Company and its Shareholders. We note that the reappointment resolution
for Penny Freer put to the 2025 AGM on 20 May 2025 received 22,925,068 votes
in favour (99.52 per cent. of votes cast) and only 110,000 against. In
particular, Mr Martin did not vote against Penny Freer's re-appointment or the
re-appointment of any of the other Directors, choosing to withhold his vote,
with Mr van Heijst and the van Heijst Shareholders voting in favour of all AGM
resolutions. There had been no changes in the governance of Empresaria or the
proceedings of the Board from the 2025 AGM to the date of the Requisition.

 

Similarly, the composition of the Board provides wide ranging experience and
expertise. It combines in depth recruitment industry knowledge with
complementary expertise in PLC leadership, governance, international corporate
finance, commercial and financial areas. This breadth of experience provides a
strong platform for establishing and guiding the Group's strategic priorities
and delivering sustainable growth and Shareholder value.

 

Our Chief Executive Officer, Rhona Driggs, brings 35 years of staffing
industry experience, including leading a c.$1.2 billion staffing business in
North America, and has been consistently recognised as one of the most
influential leaders in global recruitment.

Ranjit de Sousa, Independent Non-Executive Director, has extensive recruitment
and workforce solutions expertise from 16 years at The Adecco Group, where he
served as Global President of Lee Hecht Harrison, a global leader in talent
development and career transition, as well as previously serving as a board
member of the World Employment Confederation, a global industry association.
He now acts as a specialist consultant to a range of recruitment industry
businesses.

 

Alongside this sector-specific expertise, the Board benefits from
complementary Shareholder value enhancing skills across corporate finance,
commercial, and governance. Penny Freer, Chair, offers more than 25 years in
investment banking and board leadership; Tim Anderson, Chief Financial
Officer, is a chartered accountant with significant multi-sector PLC and
M&A experience; and Steve Bellamy, Independent Non-Executive Director,
provides strong financial oversight as a vastly experienced executive and
non-executive director of public and private companies across a broad range of
industries, including as chair and formerly as chief operating officer and
finance director.

 

Together, as a Board, we believe that we form a well-rounded and experienced
team, with sufficient independent representation to support the Group's
long-term ambitions.

We note the experience of the four individuals that are nominated to join the
Board. The breadth of experience is demonstrably lower than that of the
existing Board, with a particular lack of recent staffing industry and public
markets experience.

In the Directors' view the Board (as reconstituted by the Resolutions) could
not be regarded as independent with all four individuals being nominated by
the same Shareholder. This would be disadvantageous for Shareholders and would
also leave the Company non-compliant with relevant corporate governance
requirements including the QCA Corporate Governance Code (the "QCA Code").

Singer Capital Markets, the Company's Nominated Adviser ("Nomad"), has
confirmed to the Board that, in a situation where one or more the Resolutions
are approved by Shareholders, it would resign immediately as the Company's
nominated adviser. Further, in the event that the Board resolves, prior to the
Requisitioned General Meeting, to appoint any new directors nominated by Mr
Martin (including any Proposed Director) prior to receiving confirmation from
Singer Capital Markets that it has discharged its obligations under the AIM
Rules for Nominated Advisers in relation to such director appointments, then
Singer Capital Markets has confirmed that it would resign immediately as the
Company's nominated adviser.

Shareholders should note that AIM Rule 1 requires every AIM company to retain
a nominated adviser at all times. The nominated adviser is responsible for
advising and guiding the company on compliance with the AIM Rules (AIM Rule
31).

If the Nominated Adviser resigns, the Ordinary Shares are suspended from
trading immediately and the Company has one month to appoint a replacement
nominated adviser. Failure to do so results in the cancellation of the
admission to trading of the Ordinary Shares from AIM (AIM Rule 1).

The Board is, therefore, of the opinion that this would be damaging to the
interests of Shareholders.

 

We believe that the proposed Board would not have sufficient independent
representation and offers a much weaker level of relevant experience compared
to the existing Board. Resignation of the Nomad would leave Shareholders in a
materially worse position and unable to trade in the Ordinary Shares, which
cannot be in the best interests of Shareholders.

 

Continued engagement with Shareholders

We place great importance on constructive engagement with our Shareholders.

 

The Executive Directors make regular presentations to investors, meet with
Shareholders to discuss and obtain their views, present to the wider investor
community using the Investor Meet Company platform and proactively communicate
during the year. Over the last 12 months, we have elevated this engagement
further and held multiple discussions with the Major Shareholders, amongst
other Shareholders, to better understand their perspectives on areas such as
strategy, Board composition, governance, and more recently, possible offers
for Empresaria or certain of its operating businesses. While complete
alignment on every issue is not always possible, we have remained committed to
considering all feedback received and to maintaining an open, proactive, and
effective dialogue with our Shareholder base.

 

Following receipt of the Requisition, we have offered an opportunity for Mr
Martin to meet with the Independent Non-Executive Directors of the Company to
discuss the concerns raised. It is disappointing that he has not taken up the
invitation.

In addition to this, in good faith and acting in the best interests of
Empresaria's stakeholders as a whole, we made two proposals to Mr Martin. The
first, for two of the existing Directors to step down from the Board with
immediate effect and to appoint two of the Proposed Directors, with one of the
Proposed Directors to become the chair. The second, for two of the existing
Directors to step down from the Board with immediate effect and to appoint
three of the Proposed Directors plus an additional executive Director, with
one of the existing Directors to become Chair. Both of these options would
enable the Group to remain compliant with the QCA Code. These proposals were
rejected by Mr Martin. We remain open to a positive and constructive dialogue
with Mr Martin to find a solution that works for all parties.

 

The Board remains committed to engaging with and achieving the best value for
all Shareholders.

 

Strategic direction and possible offers for the Group

The Group's direction and strategy has been clear throughout the tenure of
Rhona Driggs, the Group's Chief Executive Officer, who was appointed as Chief
Executive Officer in 2019, having joined the Group as Chief Operating Officer
in 2018. This strategy was developed by Empresaria's Board, which was led by
Mr Martin until June 2022. The Group's strategy since 2019 has always included
a continued drive to align improved and more efficient operating models,
developing effective collaboration across the Group and aligning the Group's
strategy and values for the good of all our operations and employees.

 

This strategy has continued to evolve and from 2022 onwards has been focused
around three key pillars for growth: (1) our high potential sectors - IT,
Professional and Healthcare; (2) a drive to diversify our client offering; and
(3) delivering continued growth in Offshore Services. As part of executing
this strategy the Group has simplified its business with the exit from a
number of small, loss-making operations.

 

In February 2025, the Group announced an acceleration of its strategy,
focussing the Group around its IT, Professional and Healthcare operations in
the UK and the US, alongside its Offshore Services operation. The Board firmly
believes this is the best way to drive Shareholder value and will enable us to
reduce, if not eliminate, net debt through the further sale of non-core
operations, significantly reduce our central overheads, and focus on investing
in and delivering greater growth in a smaller number of high potential
operations.

Subsequent to the strategy acceleration announcement referred to above, in
March 2025 the Group was sent a possible offer, from a consortium comprising
Peter Gregory, Nigel Marsh and Ashok Vithlani (the latter being a director and
minority Shareholder of Empresaria's Offshore Services subsidiary, Interactive
Manpower Solutions Private Limited ("IMS")) (the "Consortium"), for 10 pence
per Ordinary Share, paid in cash at completion ("Completion") and 50 pence
nominal per Ordinary Share, to be settled in unsecured loan notes redeemable
for cash on the third anniversary of Completion. Such loan notes would accrue
an annual interest rate of 2.6 per cent. over the three-year term from
Completion (the "Consortium Possible Offer").

 

In line with our previously stated strategy, the Board has conducted a number
of exercises to assess the value of the Group's operations. These include
indicative valuation ranges provided by third-party advisers and brokers for
some of the Group's larger operations, indicative offers received for certain
operations and the Board's collective knowledge of the industry and market.
Based on this, the Board was also of the view that the implied valuation of
the Group, assessed on a break-up basis, was materially higher than the
Consortium Possible Offer. As such, having analysed, discussed and considered
the Consortium Possible Offer as a Board and with our advisers, we determined
that it fundamentally undervalued the Company and its prospects and did not
provide fair value to the Shareholder base as a whole.

 

Ultimately, we viewed the Consortium Possible Offer as an opportunistic
attempt to derail the execution of the Board's strategy by a consortium of
individuals, including a shareholder in IMS, without a fair return to
Shareholders.

Despite this, the Major Shareholders encouraged us to engage with the
Consortium and to explore options to realise value. Accordingly, on 7 May
2025, Empresaria made an announcement pursuant to Rule 2.4 of the Takeover
Code (the "Consortium 2.4 Announcement") to inform the market of the
Consortium Possible Offer and to elicit any other interest for the Group. In
conjunction with the Consortium 2.4 Announcement, the Board engaged with the
Consortium to seek to improve, support and progress the Consortium Possible
Offer to a firm offer under Rule 2.7 of the Takeover Code.

As part of this process, the due diligence requests from the Consortium went
notably beyond market standard for what would typically be provided in the
context of a UK public M&A transaction. Despite this, we sought to provide
the Consortium with significant due diligence materials for it to (i) improve
its offer and (ii) to support its efforts to put in place financing sufficient
to fund the Consortium Possible Offer. This involved extensive internal
engagement with the Group's operating subsidiaries to gather requisite
information, consuming material management resource and hampering the Group's
ability to execute on its published strategy given the regulatory restrictions
in executing against the Group's stated disposal programme.

 

The Board also continued to progress other potential interest while
acquiescing to requests from the Consortium to extend the deadline pursuant to
Rule 2.6 of the Takeover Code (the "Rule 2.6 Deadline") on two occasions.
Shortly after one such extension certain of the Shareholders (being Mr Martin,
Mr van Heijst, the van Heijst Shareholders, Geertruida Maria R van
Bergen/Petrus Franciscus G Hendriks and Ophorst Van Marwijk Kooy
Vermogensbeheer N.V.) signed irrevocable undertakings and letters of intent in
respect of, in aggregate, 34,966,310 Ordinary Shares (representing 70.14 per
cent. of the Issued Share Capital) to support the Consortium Possible Offer,
that being the only possible offer on the table at the time.

 

Despite the engagement offered to the Consortium, the Board saw limited
progress from the Consortium in respect of advancing to a firm offer. Having
received the initial approach from the Consortium in March 2025, as a Board,
we had not seen sufficient progress in the four months since the approach,
with the public continuation of the situation also hindering the Board's
ability to progress other potentially interested parties, and so it was
decided not to extend the Consortium's Rule 2.6 Deadline, for a third time,
beyond 30 July 2025.

 

On 30 July 2025, shortly after the Consortium withdrew, we announced that we
had received a non-binding indicative proposal regarding a possible all cash
offer by Legacy UK Holdings Limited ("Legacy"), for the entire issued and to
be issued share capital of Empresaria at a price of 62 pence per Ordinary
Share (the "Legacy Possible Offer"). Noting the significantly improved offer
price, including full payment in cash on completion, of the Legacy Possible
Offer compared to the Consortium Possible Offer and the views of certain of
the Major Shareholders who had encouraged the Board to explore options to
realise value, the Board believed that the Legacy Possible Offer represented
the highest value then on offer to Shareholders. Accordingly, the Board
confirmed to Legacy that the Legacy Possible Offer was at a price level at
which it was minded to unanimously recommend that Shareholders accept.

We continue to believe that the Legacy Possible Offer represents a strong
offer for Shareholders and that Legacy would be a good partner for Empresaria
going forward. The Board continues to work with Legacy in good faith and have
sought to provide them with due diligence materials to support their process
as they work towards a firm offer for the Company under Rule 2.7 of the
Takeover Code.

The Legacy Possible Offer of 62 pence per Ordinary Share, in cash, is
unequivocally superior to the Consortium Possible Offer of 10 pence per
Ordinary Share, in cash, plus 50 pence in unsecured loan notes, redeemable for
cash on the third anniversary of Completion, and represents greater value for
all Shareholders.

 

Requisition

Receiving the Requisition has proved to be hugely obstructive in the context
of the Legacy Possible Offer and the Board's attempt to deliver the best value
for all Shareholders. Legacy have expressed their concern about the
Requisition and the Resolutions proposed and there has been a reduction in
progress while they wait to see how this is resolved. The Board has been in
receipt of interest from other third parties and the Requisition has hampered
efforts by such third parties to properly assess the Group as an acquisition
proposition.

 

The Board notes that Mr Martin has not set out any proposals to deliver an
increase in value to Shareholders other than to change the composition of the
Board, including by removing all Independent Non-Executive Directors and
adding four new directors who we believe cannot be considered to be
independent. As a Board, we have tried to engage with Mr Martin to understand
the intention behind the Requisition. The Board has received no proposals,
either written or verbal, that set out any change of strategy to deliver an
increase in Shareholder value. The Board does not understand how any
additional Shareholder value will be added by the Requisition; indeed, we
believe it can only damage Shareholder value by jeopardising the possibility
of completing the Legacy Possible Offer to deliver an all-cash solution to all
Shareholders.

 

Accordingly, the Board is of the opinion, in light of Mr Martin's support for
the Consortium, even after being appraised of the demonstrably superior Legacy
Possible Offer and interest from other third parties, that Mr Martin's motive
behind the Requisition is to install new Directors who are more amenable to
the Consortium in the hope that the Consortium will be prepared to, at the
behest of the Board (as reconstituted by the Resolutions), reignite its
interest in Empresaria at an inferior offer for Shareholders both in terms of
headline price and structure.

 

The Board believes that approval of the Resolutions proposed will likely
result in the Company, under its reconstituted Board, pursuing an inferior
offer for the Group in preference over the superior Legacy Possible Offer or
over any other potentially stronger Shareholder value creation options that
may be identified.

 

Engagement with subsidiaries

Throughout this process, the Board has sought to work constructively with the
management teams of each of the Group's subsidiaries to ensure that there is
limited disruption to the day-to-day operations of the businesses.

As previously disclosed, the Consortium comprised three individuals, including
Ashok Vithlani, a director and shareholder of IMS, a subsidiary in which
Empresaria holds a c.72 per cent. shareholding. The Board is aware of
significant engagement between Mr Martin and Ashok Vithlani which, in the
Board's view, has been detrimental to its ability to pursue alternative
proposals that could deliver greater value for the Group and its Shareholders
as a whole. In particular, with respect to the Legacy Possible Offer, IMS has
to date refused to provide the additional due diligence materials required by
Legacy and requested by the Board, despite IMS having willingly provided due
diligence materials for the Consortium in respect of the Consortium Possible
Offer.

 

All other Group subsidiaries have been cooperative and supportive of the
Group.

 

In accordance with Rule 2.8 of the Takeover Code, the Consortium is prohibited
from engaging with the Group in relation to any potential offer for a period
of six months from the date of its announcement on 30 July 2025, expiring on
30 January 2026, unless otherwise permitted under the Takeover Code, including
with the consent of the Board.

 

The Board firmly believes that the Requisition to reconstitute the Board is a
deliberate attempt by Mr Martin to install directors who may be predisposed to
facilitating a return of the Consortium Possible Offer. In the Board's view,
this would not be in the best interests of Shareholders as a whole, and would
reduce the potential for a demonstrably superior offer, such as the Legacy
Possible Offer, being successful.

 

In addition to the above, Shareholders are reminded that the Board's response
to, and rebuttal of, the Statement is set out in Part 2 to this document.

FOR THE REASONS SET OUT ABOVE AND IN PART 2 OF THIS DOCUMENT, THE DIRECTORS
UNANIMOUSLY RECOMMEND SHAREHOLDERS VOTE AGAINST ALL THE RESOLUTIONS PROPOSED
AT THE REQUISITIONED GENERAL MEETING.

 

3.     Arrangements of the Requisitioned General Meeting

The Requisitioned General Meeting will be held on 15 October 2025 at the
offices of Osborne Clarke LLP, at One London Wall, London EC2Y 5EB at 2.00
p.m. The proxy voting deadline is 2.00 p.m. on 13 October 2025 but
Shareholders should be aware that the deadlines for voting through platforms
may be earlier than the Company's proxy deadline.

 

The Requisitioned General Meeting will be held in person. Whether or not you
decide to attend the meeting in person, it is important that you do still cast
your votes in respect of the business of the meeting. Details of how to vote
are set out below under the heading "Action to be taken in respect of the
Requisitioned General Meeting".

 

4.     Resolutions to be proposed at the Requisitioned General Meeting

The full text of the Resolutions is set out in the Notice of Requisitioned
General Meeting. The Resolutions to be put to Shareholders at the
Requisitioned General Meeting comprise the removal of all three of the
Independent Non-Executive Directors and the Chief Executive Officer, and the
appointment of four new directors proposed by, and therefore connected to, Mr
Martin who, consequently, the Board believes cannot be regarded as
independent.

 

Each of the Resolutions is being proposed as an ordinary resolution. An
ordinary resolution requires more than 50 per cent. of the votes cast to be in
favour in order for that Resolution to be passed.

 

5.     Action to be taken in respect of the Requisitioned General Meeting

Shareholders will find enclosed with this document a Form of Proxy for use at
the Requisitioned General Meeting. Details of how to complete the Form of
Proxy are set out thereon and on page 5 of this document an example is
provided of how to complete the form to vote in line with the Directors'
voting recommendations at the Requisitioned General Meeting.

 

All Shareholders are encouraged to vote on the Resolutions to be proposed at
the Requisitioned General Meeting and, if their Ordinary Shares are not held
directly, to arrange for their nominee to vote on their behalf.

Shareholders are requested to complete and return proxy appointments to the
Registrars by one of the following means:

 

●        by post or (during normal business hours only) by hand at
PSX 1, Central Square, 29 Wellington Street, Leeds LS1 4DL; or

●        by submitting your proxy vote online via the Investor Centre
app or web browser at https://uk.investorcentre.mpms.mufg.com/; or

 

●        For CREST members, by utilising the CREST electronic proxy
appointment service in accordance with the procedures set out in the notes to
the Notice of Requisitioned General Meeting; or

●        For individual Shareholders holding their Ordinary Shares
through investor platforms, you will need to contact your platform in order to
register your vote. If your platform is one of those which does not offer the
facility to vote via its website, you will need to contact them directly by
phone or their messaging system giving your instructions to vote. Shareholders
should be aware that the deadlines for voting through platforms may be earlier
than the Company's proxy voting deadline.

It is important that you complete and return the Form of Proxy, appoint a
proxy or proxies electronically or use the CREST electronic voting service in
the manner referred to above as soon as possible. Proxy votes should be
submitted as early as possible and, in any event, to be received by not later
than 2.00 p.m. on 13 October 2025.

 

Submission of a proxy appointment will not prevent you from attending and
voting at the Requisitioned General Meeting in person should you wish to do
so.

Should any Shareholders wish to attend the Requisitioned General Meeting in
person, they should contact companysec@empresaria.com
(mailto:companysec@empresaria.com) to confirm attendance arrangements.

 

6.     Recommendation

For the reasons set out above, the Directors unanimously recommend
Shareholders VOTE AGAINST ALL the Resolutions to be proposed at the
Requisitioned General Meeting. The Directors intend to vote against all the
Resolutions in respect of their holdings of Ordinary Shares, amounting to
667,198 Ordinary Shares in aggregate (representing approximately 1.26 per
cent. of the Issued Share Capital).

 

Yours faithfully,

 

 

 

Penny Freer

Chair

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