GLITNOR HOLDING PLC C85911

The Centre, Level 8, Tigne’ Point, TPO 0001, Sliema, Malta

NOTICE OF EXTRAORDINARY GENERAL MEETING (‘EGM’)THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Shareholder participation and engagement remain important to us. Therefore, we are pleased to be able to provide a facility for shareholders to attend and participate remotely. Shareholders attending the EGM remotely and wishing to vote are still required to submit proxy voting instructions by the relevant deadlines before the EGM, as votes cast during the meeting will not count. Further information on the procedures to be followed in order to validly appoint a proxy and remotely attend the meeting are set out below.  

In accordance with the provisions of the Companies Act and the Company’s Articles of Association, notice is hereby given that an Extraordinary General Meeting of Glitnor Holding plc (the “Company”) shall be held at Level 8, The Centre, Tigne’ Point, TPO 0001, Sliema, Malta on 23rd October 2025 at 15:00 CET.

A. Attendance and Voting

To be entitled to attend and vote at the EGM, shareholders must be entered in the Company’s register of members as holders of ordinary shares by the 17th October 2025.

B. Location of Meeting

Shareholders who wish to register to attend the meeting must notify the Company of their intention to participate and confirm whether they will be attending remotely by not later than the 21sr October 2025, being two (2) business days before the meeting. Notifications of attendance at the EGM need to be made in writing to the Company by sending an email to shareholders@glitnor.com.

Shareholders who confirm their intention to attend the EGM remotely will receive the meeting link with joining instructions via email, closer to the date of the meeting.

C. Appointment of proxies

A proxy form is attached to this notice (“Proxy Form”).

If you are a shareholder who is entitled to attend and vote at the meeting, you may wish to appoint the Chairman of the meeting or any other person as a proxy to vote at the meeting on your behalf. A proxy need not be a director or a shareholder of the Company. You can only appoint a proxy using the procedures set out in these notes and the notes to the Proxy Form.

The notes to the proxy form explain how to direct your proxy how to vote on each resolution.

Appointment of proxy by mail/post: To appoint a proxy using the proxy form, the form must be:

-completed and signed;

-sent or delivered to the Company at Glitnor Holding plc, Level 8, The Centre, Tigne' Point, Sliema, TPO 0001, Malta; and

-received by the Company by no later than 21st October 2025 at 15:00 CET.  

Appointment of proxy by email:

As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by sending a scanned copy of your completed and signed proxy form to the following email addresses: shareholders@glitnor.com. For an electronic proxy appointment to be valid, your appointment must be received by the Company no later than the 21st October 2025.

D. Right to ask questions

The shareholder has the right to ask questions which are pertinent and related to items on theagenda of the EGM to the Company by e-mail to shareholders@glitnor.com by no later than21st October 2025 at 15:00 CET, being two (2) business days before the time appointed for the EGM. The Company will provide an answer to such questions at the EGM, unless the Company is unable to provide an immediate reply at short notice or, if the questions are not answered at the EGM, on its website (www.glitnor.com) within forty-eight (48) hours from the end of the EGM. The Company may choose to provide an overall answer to questions having the same content.

E. Agenda General

1. Election of a chairman of the meeting in accordance with the Articles of Association of the Company;

2. Determination of quorum and whether the EGM has been duly convened;

3. Approval of agenda;

Extraordinary resolutions

4. Proposed extraordinary resolution:

(i) To approve the acceptance by the Company of its own shares by way of pledge, in terms of Article 111 of the Companies Act;  

5. Any other matters.  

F. Proposed Extraordinary Resolution and information on the proposal

1. Proposed extraordinary resolution     –  To approve the acceptance by the Company of its own shares by way of pledge, pursuant to Article 111 of the Companies Act.

Background: The Company is proposing to take security,  by way of pledge pursuant to the terms of Article 122 of the Companies Act, over the ordinary shares listed hereunder (the ‘Shares’   ) which it has allotted, as fully paid up, to the persons listed hereunder on the 20th August 2025:  

Allottee/Pledgor Shares

NWB Holding B.V. 25,047 Ordinary Shares

Elmon Media B.V. 25,047 Ordinary Shares

Felisa B.V.               25,047 Ordinary Shares

Mark Schram           9 Ordinary Shares

Shares were allotted by the Company to the Pledgors as a non-cash payment to the Pledgors pursuant to the terms of a share purchase agreement and related transaction documents entered into by and between,    inter alia   , the Company and the Pledgors on the   28thOctober 2024 and the 25th February 2025, in terms of which the Pledgors sold and transferred, and the Company purchased and acquired, inter alia the entire issued share capital of Alpha Ventures Limited (a company registered under the laws of Malta with registration number C73281) and Tiny Pixels B.V. (a company registered under the laws of the Netherlands with registration number 60653140) (the ‘Transaction’). The shares so acquired were subsequently transferred and contributed by the Company to a wholly owned subsidiary of the Company, Lucky Forge Limited (a company registered under the laws of Malta with registration number C112057) as part of an intra-group restructuring of the Glitnor group of companies.

In terms of the relevant transaction documents concerning the Transaction, and more specifically to secure the performance of certain obligations of the Pledgors in terms of the same, the Pledgors are required to grant a pledge of shares in terms of Article 122 of the Companies Act and other applicable Maltese law, over the Shares, to the Company (the ‘Pledge’).

In terms of Article 111 of the Companies Act , the acceptance by the Company of its own shares by way of pledge or other form of security is to be treated as an acquisition by the Company of such shares for the purposes of Articles 106,107 and 109 of the Companies Act.

The Pledge over the Shares would consequently fall to be regulated by Articles 106 and 109 of the Companies Act, since the transaction does not fall within one of the exceptions to the requirements of Article 106 as set out in Article 107. Accordingly, in order for the Company to accept the Shares by way of the Pledge as outlined above, the Company requires the prior approval of the general meeting of shareholders of the Company, by way of extraordinary resolution in terms of Article 135 of the Companies Act, in addition to the satisfaction of all requirements set out in Article 106 of the Companies Act.

The Company has recently been informed by the allottees of the Shares that, subject to obtaining the Company’s prior consent as required under the Transaction Documents, each of them, or one or more of them, intends to transfer their respective portions of the Shares to a common holding company owned by them. In such event, the transferee entity and/or any successor or assign of any Pledgor that may from time to time hold all or any of the Shares, shall be required to constitute the Pledge, as the relevant pledgor, in accordance with the terms setout above.

The Board of Directors of the Company has recommended that the general meeting authorise the constitution of the Pledge over the Shares in favour of the Company, noting that once the proposed extraordinary resolution set out below is adopted, all conditions and requirements imposed under Article 106 for the acceptance by the Company of its own shares by way of the Pledge over the Shares will be satisfied, and the Pledge shall thereupon take effect.

Proposed Extraordinary Resolutions:  

It is RESOLVED:

-TO APPROVE the acceptance of the Company’s own shares by way of pledge in terms of Article 111 of the Companies Act, Chapter 386 of the laws of Malta (“Act”) and the Articles of Association of the Company, in respect of the following ordinary shares of the Company

whether held by the persons listed below or by any of their respective assigns, transferees or successors in title:  

(i) NWB Holding B.V.               25,047  Ordinary Shares    

(ii) Elmon Media B.V.                25,047 Ordinary Shares  

(iii) Felisa B.V.                              25,047 Ordinary Shares  

(iv) Mark Schram                          9 Ordinary Shares  

such pledge to be constituted in terms of applicable Maltese law and at no consideration;- THAT, upon adoption of this resolution, all conditions and requirements imposed under Article 106 of the Act for the acceptance by the Company of its own shares by way of pledge shall be deemed satisfied, and the pledge shall thereupon be duly constituted and take effect; provided that, if any one or more of such conditions remain outstanding at that time, the authority hereby granted shall remain valid for a period of eighteen (18) months from the date of adoption of this resolution, being the maximum period permitted under Article 106(1)(b) of the Act; and

-TO  FURTHER AUTHORISE the Company Secretary to prepare and file with the Malta Business Registry a certified copy of this extraordinary resolution in accordance with article 106(2) of the Act and to make any other filings, returns and registrations as necessary or desirable, and in any case within the time prescribed by law, in connection with this extraordinary resolution.

G. Company Website

The above information, along with the information referred to in Article 24.2 of the Company’s Articles of Association, may be accessed on the Company’s website at: www.glitnor.com.

By order of the Board of Directors

Name: Per Jorgen Nordlund        Date: 9th October 2025

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INSTRUMENT OF PROXY GLITNOR HOLDING PLC

Extraordinary General Meeting, 23rd October 2025

Before completing this form, please read the explanatory notes below

Proxy form for use at the extraordinary general meeting of the Company to be held in Malta on the 23rd October 2025 at 15:00am CET (“EGM” or “Meeting”). I/We, ................................... of ................................................. being a member of the Company entitled to receive notice, attend and vote at general meetings of the Company, hereby appoint (Please indicate by inserting an “X” next to one option ONLY)

☐ the Chairman of the meeting OR ☐................................... holder of ................................................. Passport no. ................................... of ................................................. as my/our proxy to vote for me/us and on my/our behalf at the EGM and at any adjournment thereof in relation to the resolutions specified below (“the Resolutions”) and any other business (including adjournments and amendments to the Resolutions) which may properly come before the Meeting or any adjournment thereof. I/We direct my/our proxy to vote as follows in respect of the Resolutions (Note 1):

ORDINARY RESOLUTIONS

FOR AGAINST ABSTAIN

Appointment of any Director as Chairman of the EGM    

Approval of the agenda of the EGM.

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EXTRAORDINARY RESOLUTION

FOR AGAINST  ABSTAIN

First Extraordinary Resolution It is RESOLVED:

-TO APPROVE the acceptance of the Company’s own shares by way of pledge in terms of Article 111 of the Companies Act, Chapter 386 of the laws of Malta (“Act”) and the Articles of Association of the Company, in respect of the following ordinary shares of the Company, whether held by the persons listed below or by any of their assigns, transferees or successors in title:  

(v) NWB Holding B.V.               25,047  Ordinary Shares    

(vi) Elmon Media B.V.                25,047 Ordinary Shares  

(vii) Felisa B.V.                              25,047 Ordinary Shares  

(viii) Mark Schram                          9 Ordinary Shares  

such pledge to be constituted in terms of applicable Maltese law and at no consideration;-

THAT, upon adoption of this resolution, all conditions and requirements imposed under Article 106 of the Act for the acceptance by the Company of its own shares by way of pledge shall be deemed satisfied, and the pledge shall thereupon be duly constituted and take effect; provided that, if any one or more of such conditions remain outstanding at that time, the authority hereby granted shall remain valid for a period of eighteen (18) months from the date of adoption of this resolution, being the maximum period permitted under Article 106(1)(b) of the Act; and

TO FURTHER AUTHORISE the Company Secretary to prepare and file with the Malta Business Registry a certified copy of this extraordinary resolution in accordance with article 106(2) of the Act and to make any other filings, returns and registrations as necessary or desirable, and in any case within the time prescribed by law, in connection with this extraordinary resolution.

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In the absence of instructions, the proxy is authorised to vote (or abstain from voting) on the Resolutions at his or her discretion. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly come before the meeting.

Signed.......................................Dated .......................................

Notes:

(1) Please indicate by inserting an “X” under “FOR” or “AGAINST” or “ABSTAIN” how you wish your vote to be cast on the Resolutions. On receipt of this proxy form duly signed but without any specific directions as to how you wish your vote to be cast, you will be considered to have authorised the proxy to vote or abstain at his or her discretion.

(2) To be valid, the instrument appointing a proxy, together with any power of attorney or other authority under which it is executed (or a duly certified copy thereof), must be delivered by email not less than 48 hours before the time appointed for the meeting. If delivered in hard copy, it must be deposited  at the registered office of the Company not less than 48 hours before the time fixed for the meeting or adjournment thereof or, in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting, not less than 48 hours before the time appointed for the taking of such poll.  

(3) In case of a corporation, this proxy form must be signed by an officer or attorney duly authorised in writing.

(4) Any amendments made to this proxy form must be initialled by the person signing it.