Result of General Meeting

Pristine Capital PLC

27 October 2026

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

27 October 2026

PRISTINE CAPITAL PLC

("Pristine" or the "Company")

Result of General Meeting and update on the Proposals

Pristine Capital Plc (LSE: PRIS), the Main Market cash shell, announces that, at the General Meeting held at 10.00 a.m. today, all of the Resolutions set out in the notice of General Meeting contained in the circular to Shareholders dated 9 October 2026 (the “Circular”) were duly passed on a show of hands. Resolutions 1 to 3 were proposed as ordinary resolutions and Resolutions 4 and 5 were proposed as special resolutions. Accordingly, the Company is now able to proceed with the Proposals, including, inter alia, the Subscription, the issue of the Investor CLN and the Creditor CLNs, the Settlement and the Capital Reorganisation, subject to the remaining conditions described in the Circular including restoration of the listing and of trading in the Consolidated Ordinary Shares.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular, a copy of which is available on the Company's website at www.pristinecapitalplc.com.

Result of the General Meeting

Details of the proxy votes received in respect of each Resolution are set out below:

No.	Resolution	Votes For*	%	Votes Against	%	Total votes validly cast	% of issued share capital voted	Votes Withheld**
1	Ordinary: to approve the Sub-division	58,737,410	98.57%	850,000	1.43%	59,587,410	37.07%	1,150,000
2	Ordinary: to approve the Consolidation	58,737,410	98.57%	850,000	1.43%	59,587,410	37.07%	1,150,000
3	Ordinary: to authorise the Directors to allot Relevant Securities	59,987,410	98.77%	750,000	1.23%	60,737,410	37.79%	Nil
4	Special: to adopt the New Articles	59,487,410	97.94%	1,250,000	2.06%	60,737,410	37.79%	Nil
5	Special: to disapply statutory pre-emption rights	57,737,410	95.06%	3,000,000	4.94%	60,737,410	37.79%	Nil

* Proxy votes "For" include those votes giving the Chairman discretion.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" a Resolution.

As at the date of the General Meeting, the Company's issued share capital comprised 160,724,100 Existing Ordinary Shares of 1 pence each, each carrying one vote. The Company does not hold any shares in treasury.

In accordance with UKLR 13.3.9R, a copy of the Resolutions passed at the General Meeting will shortly be submitted to the National Storage Mechanism.

Capital Reorganisation

Following the passing of Resolutions 1 and 2, the Company is able to implement the Capital Reorganisation. The Record Date and the effective date for the Capital Reorganisation have not yet been determined. Under the Capital Reorganisation, every 100 Existing Ordinary Shares will be replaced by one Consolidated Ordinary Share of 1 pence and 100 Deferred Shares of 0.99 pence each.

Immediately following the Capital Reorganisation, the Company will have 1,607,241 Consolidated Ordinary Shares and 160,724,100 Deferred Shares in issue. The Consolidated Ordinary Shares will carry the same rights as the Existing Ordinary Shares and will have the ISIN GB00BVLCTC60 and SEDOL BVLCTC6. The TIDM will remain as PRIS. The Deferred Shares will carry very limited rights, will not be listed or admitted to trading on any market and will not be transferable other than in accordance with the New Articles.

Shareholders holding fewer than 100 Existing Ordinary Shares at the Record Date will not be entitled to any Consolidated Ordinary Shares. Fractional entitlements arising from the Consolidation will be dealt with as set out in paragraph 7 of the Letter from the Chairman in the Circular, save that amounts of less than £3.00 will be retained by the Company.

Adoption of the New Articles

Following the passing of Resolution 4, the Company has adopted the New Articles, which set out the rights attaching to the Deferred Shares and include the provisions required by UKLR 13.2.1R. A copy of the New Articles will shortly be available on the Company's website at www.pristinecapitalplc.com.

Under the New Articles, if the Company has not completed an initial transaction by 30 July 2027 it will cease operations, subject to any extension of that period approved by its public shareholders, or otherwise permitted, in accordance with UKLR 13.2.1R.

Implementation of the Proposals and restoration of listing

Following the passing of the Resolutions, the Company can proceed with the Proposals, including the Subscription, the issue of the Investor CLN and the Creditor CLNs, the Settlement, the Capital Reorganisation and the changes to the Board, subject to satisfaction of the remaining conditions described in the Circular, including restoration of the listing.

The listing of, and trading in, the Company’s ordinary shares remain suspended. The Company is liaising with the FCA regarding the timing of the restoration of the listing and implementation of the Capital Reorganisation. Accordingly, the timing of Completion, the Subscription, the issue of the Investor CLN and the Creditor CLNs, the Capital Reorganisation, Admission and the related Board changes has not yet been determined.

The Company will provide further updates, including the Record Date and the timetable for implementation of the Proposals and restoration of trading, in due course.

Enquiries

For further information please visit www.pristinecapitalplc.com or contact:

Pristine Capital plc Neil Sinclair, Executive Chairman	Tel: [phone]
Allenby Capital Limited (Broker) Nick Naylor / James Reeve (Corporate Finance) Amrit Nahal (Sales and Corporate Broking)	Tel: [phone]

IMPORTANT NOTICES

Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to the Company in connection with the matters described in this announcement and is not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice in relation to the contents of this announcement or any matter referred to in it.

Each of the times and dates in this announcement is indicative only and may be subject to change. References to times are to London time. Restoration of the listing of, and of trading in, the Consolidated Ordinary Shares is at the discretion of the FCA and the London Stock Exchange respectively.

 

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