MARSHALL MONTEAGLE PLC - Amendment of Terms and Conditions of Unlisted Warrants and Distribution of Notice of Warrantholders Meeting

Amendment of Terms and Conditions of Unlisted Warrants and Distribution of Notice of Warrantholders Meeting

 Marshall Monteagle PLC
 (Incorporated in Jersey)
 (Registration number: 102785)
 (External registration number: 2010/024031/10)
 JSE Code: MMP ISIN: JE00B5N88T08
 Main Board – General Segment
 ("Marshalls" or "the Company")




AMENDMENT OF TERMS AND CONDITIONS OF UNLISTED WARRANTS
DISTRIBUTION OF NOTICE OF GENERAL MEETING OF WARRANTHOLDERS

1.   Introduction

Further to the Circular distributed to Shareholders on 3 September 2025 and the announcement
published on SENS on 10 November 2025, and using the terms defined therein unless otherwise stated,
Shareholders and holders of unlisted Warrants in Marshalls ("Warrantholders") are advised that due to
the success of Marshalls Rights Offer, which was concluded in November 2025, and as a consequence
of the large number of Marshalls Shareholders who qualified for and received unlisted Warrants
convertible into Marshalls ordinary shares as a result of their participation in the Rights Offer, the Board
of directors of Marshalls proposes making some changes to the terms and conditions of the Warrants
("Proposed Changes") that were detailed in the Rights Offer Circular and the certificated Warrant
Statements in order to: -

     1.1 alleviate the administrative burden on Marshalls, resulting from the large number
         Warrantholders;
     1.2 to simplify the process for the notification of the commencement of the Warrant conversion
         Exercise Windows by replacing notification by post by notification by means of SENS
         announcements;
     1.3 to clarify the procedure for the payment required upon conversion of the Warrants by Jersey
         and South African Warrantholders, by inter alia, providing for currency conversion of the
         subscription price from United States Dollar to South African Rand; and
     1.4 in response to various concerns raised by, and queries received from, Warrantholders, to
         provide for the unrestricted transfer of Warrants, other than to a related party of Marshalls.

The Proposed Amendments do not affect any of the economic conversion rights, the conversion ratio,
the subscription price and expiry date of the Warrants as detailed in the Circular, nor does it affect the
dilution profile of Marshalls ordinary Shareholders and are of an administrative nature only.

2. General Meeting of Warrantholders

In terms of Section 3 of the terms and conditions of the Warrants and in order to give effect to the
Proposed Changes, Warrantholders are required to approve the Proposed Changes, by means of a
special resolution of Warrantholders ("the Special Resolution"). Consequently, a general meeting of
Warrantholders is convened to be held at Marshalls registered office at 2nd Floor, Gaspé House, 66-72
Esplanade, St Helier, Jersey, JE1 1GH on Thursday 25th June 2026 at 10:00am (UK time) 11:00am
(SA time) ("Warrantholder Meeting").

The particulars of the Proposed Changes and the nature and effect of the Special Resolution are
detailed in a letter to Warrantholders containing the notice of Warrantholder Meeting, convening the
Warrantholder Meeting and providing Warrantholders with instructions on participating in the

Warrantholder Meeting ("the "Notice") and a form of proxy, which was distributed to all Warrantholders
today, 11 June 2026.

The     Notice  is   also   available on   the         Company's      website    from    today    at:
https://www.monteaglegroup.com/announcements

The Board encourages all Warrantholders to submit their form of proxy to be included in the vote.
Approval of the Proposed Changes will require approval of a special resolution by more than 75% of
those Warrantholders voting at the Warrantholder Meeting. Notice of the results of the Warrantholder
Meeting will be published on SENS and uploaded to the Company's website at
https://www.monteaglegroup.com/announcements shortly after the Warrantholder Meeting closes.

11 June 2026

London

JSE Sponsor to the Company




Questco Corporate Advisory Proprietary Limited

Date: 11-06-2026 09:20:00
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